For centuries, two races of robotic aliens – the Autobots® and

the Decepticons® – have waged a war, with the fate of the universe at stake.  When the battle comes to Earth, all that stands between the evil Decepticons® and ultimate power is a clue held by young Sam Witwicky (Shia LaBeouf).  An average teenager, Sam is consumed with everyday worries about school, friends, cars and girls.  Unaware that he alone is mankind’s last chance for survival, Sam and his friend Mikaela (Megan Fox) find themselves in a tug of war between the Autobots® and Decepticons.®  With the world hanging in the balance, Sam comes to realize the true meaning behind the Witwicky family motto – “No sacrifice, no victory!”

DreamWorks Pictures and Paramount Pictures Present, in Association with Hasbro, a di Bonaventura Pictures Production, a Tom DeSanto/Don Murphy Production of a Michael Bay Film, “TRANSFORMERS” starring Shia LaBeouf, Tyrese Gibson, Josh Duhamel, Anthony Anderson, Megan Fox, Rachael Taylor with John Turturro and Jon Voight. Directed by Michael Bay from a story by John Rogers and Roberto Orci & Alex Kurtzman and a screenplay by Roberto Orci & Alex Kurtzman, the film is based on Hasbro’s Transformers™ Action Figures. The producers are Don Murphy, Tom DeSanto, Lorenzo di Bonaventura and Ian Bryce and the executive producers are Steven Spielberg, Michael Bay, Brian Goldner and Mark Vahradian. The director of photography is Mitchell Amundsen. The production designer is Jeff Mann. The film is edited by Paul Rubell, A.C.E. and Glen Scantlebury. The costume designer is Deborah L. Scott. The music is by Steve Jablonsky. The music supervisor is Dave Jordan. The special visual effects are by Industrial Light & Magic. This film is not yet rated.

“TRANSFORMERS”: THE HISTORY“I’ve been one of the biggest fans of Transformers™ since they

first came out,” says executive producer Steven Spielberg. “I’m not talking about buying the toys for my kids. I’m talking about reading the comic books and buying the toys for myself. I’d play with them at home with my kids, but I’m the one who was enthralled with them,” he recalls. “I was a collector and I always thought the Hasbro toy line would one day ‘transform’ into a big summer movie.”

Spielberg was not the only one to think so; several of the film’s producers had the same impulse. While producer and former studio executive Lorenzo di Bonaventura and Hasbro COO Brian Goldner were talking about possible movies ideas for Transformers™ and other Hasbro franchises, Tom DeSanto was approaching Don Murphy to form a partnership in hopes of making his own Transformers™ project. When all was said and done, the core creative force behind the film is a virtual who’s who of Hollywood producing royalty: Steven Spielberg, director Michael Bay, di Bonaventura (“Shooter”), DeSanto (the “X-Men” series), Murphy (“Natural Born Killers”) and Ian Bryce (“Saving Private Ryan”).

From the get-go, all of the producers did their homework and knew that making a Transformers™ movie meant honoring a much beloved franchise backed by a strong base of devotees, many of whom had lifelong ties to the characters.

“Transformers™ has a rich, established history that inspired all of us,” says di Bonaventura. “It’s no wonder we each had the same brainstorm; each of us was attracted to its mythology.

“The hardest aspect of overcoming people’s assumptions about robots – even the fans’ – was that until we could show footage, no one could really understand what this particular movie is all about,” he says. “So we focused on the work at hand: developing a human story,

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finding the best cast and producing the most exciting effects we could. The rest would take care of itself.”

DeSanto swears that he’s dreamt of making a movie about Transformers™ since he was a kid, but it didn’t occur to his partner Murphy until years later as he was strolling through the Comic-Con convention in San Diego. “I was walking around, looking at a lot of properties and franchises, and all of a sudden it hit me,” Murphy says. “The kids of the ‘80s have grown up and now they probably want to see movies based on all this stuff around me, all their beloved characters and stories. Oh my God, this makes perfect sense.”

Murphy also knew that DeSanto, whom he’d met when the two worked together on “Apt Pupil,” was not only a huge fan of the toy franchise, he was a walking encyclopedia of comic book information. DeSanto, who owns over 35,000 comic books, called Murphy to partner on the project as Murphy had a previous relationship with Hasbro.

“Transformers™ was something I loved and cared about as a kid,” says DeSanto. “It’s hard to get these movies made, so you better love what you do because otherwise you’re in for a few dreary years trying to make the idea a reality.”

“When DreamWorks told us that Steven loved the idea, I couldn’t believe it,” DeSanto recalls. “As a kid from New Jersey, to hear that Steven Spielberg liked the same robots, I just thought, ‘how did I get here?’ The rest is a dream; it’s just been great.”

“Hasbro and Paramount were very excited about the process of putting another successful product into live-action format,” di Bonaventura says, “and of course Transformers™ came up because its one of Hasbro’s crown jewels and a brand Brian believes has great potential.

“Brian is understandably protective of every franchise at the company,” di Bonaventura explains. “For that reason he wanted to be

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involved as a producer, an idea I readily embraced because Brian really knew the brand and has a lot to offer.”

Ultimately DreamWorks Pictures and Paramount Pictures chose to partner on the film. In previous years their collaborative efforts have yielded such successful films as “Dreamgirls,” “War of the Worlds,” “Collateral,” and “Saving Private Ryan.”

Screenwriter John Rogers, a comic book writer and enthusiast, was asked to put together an initial draft of the script. “The nice folks at DreamWorks know I’m a geek; I make my living as a professional 12-year-old,” jokes Rogers, “So considering I was assembling and disassembling Optimus Prime® in their offices, I really had no defense when they asked me if I was interested. I was very eager; it was a great opportunity. The only real direction I was given was: write a human story.”

Rogers’ initial three plot lines eventually evolved into the rich, textured story that is “TRANSFORMERS,” crafted by the talented team of Alex Kurtzman and Roberto Orci. Prior to passing the torch, Rogers spent an inordinate amount of time monitoring different Transformers™ web sites. “When I moved onto another project, I left Alex and Bob to take the heat,” he jokes. “The fan base is so huge you could devote an entire section of your life to answering their questions. These people care. No one knows that more than the writers.”

Rogers’ favorite Transformer™ is Sound Wave “just for attitude and sheer crankiness,” with Optimus Prime® running a close second “for moral clarity.”

A longtime aficionado of science fiction, Spielberg was recently inducted into the Science Fiction Hall of Fame. “The reason I love science fiction so much is because it’s the only genre that allows you unlimited access to your imagination.”

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For that reason, Spielberg took a special interest in “TRANSFORMERS” and called director Michael Bay while he was putting the finishing touches on “The Island,” to ask him to helm the film.

“Michael is the perfect director for “TRANSFORMERS,” says Spielberg. “He really had a feel for this material; he had a focused vision for what this franchise could look like as a movie. Michael had all the freedom he needed to breathe life into the humans, the Decepticons® and the Autobots®.”

Without much thought, Bay initially dismissed Spielberg’s offer, but when he realized that Spielberg was serious about the project and wanted to act as a hands-on producer, Bay relented and agreed to take a trip to Rhode Island to visit Hasbro’s home base. After meeting with Goldner, Bay caught the bug and he swears it took him all of three seconds to change his mind.

“Walking down the hallway where they created the Monopoly® game, Mr. Potato Head® and G.I. Joe® – everything from my childhood – I knew this was a company that took their toys seriously,” Bay says. “Meeting with Brian, who’s probably more manic than I am, if that’s possible, really started me thinking. He’s wild, he’s an absolute zealot about these action figures and he loves his business; his enthusiasm was infectious.”

Bay along with producers di Bonaventura and Ian Bryce were put through their paces and attended “Transformers™ School.” (DeSanto and Murphy had taken the course on a previous excursion to Hasbro.)

“That’s actually what they call it,” Bay explains. “They take you through the lore and the different incarnations of the comic books and the toys – kind of an overview of Transformers™ history – the brand, and the characters. The scope of it just blows you away, and the first thing that struck me was the idea of robots transforming at 80 miles

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an hour on a freeway. Right then and there I was sold on making this idea work.”

Bay has been offered many super hero projects over the years, but has turned them down for the same reason many aficionados of original fantasy characters dislike their interpretation on celluloid. So when Spielberg tapped him to direct an action picture bringing to life a 20-year-old iconic toy line that had already been immortalized with lunch boxes, comic books, games and its own cartoon series, Bay realized he would be confronting an outspoken army of die-hard fans who were dedicated to the original action figures.

An admirer of Japanese animé, Bay knew he and his production designer, Jeff Mann, would do justice to the Transformers™ franchise, but neither of them was prepared for the onslaught of harsh criticism they would face even before a single frame of film was shot.

“You have to respect the guys who created these phenomenal toys,” says Bay, “but I was set on taking them into a real world where they’d have to be more intricate to fit in. The Generation One robots were very blocky which would have been like using the unarticulated marshmallow man from ‘Ghostbusters.’ Our Optimus Prime® has 10,108 parts, each of which move.

“It was a big leap of faith for me to sign onto a movie like this,” he continues, “because I only wanted to make something that was as photorealistic as possible. These robots are the most complex modules ILM has ever made. We couldn’t have accomplished this two years ago. I guess that’s my answer to people who complain that the robots will look a bit different from the originals. Sometimes it’s best not to answer your critics and just let the work stand for itself.”

“Our goal was always to be true to the original spirit behind the Transformers™,” says di Bonaventura. “You never want to disappoint the people who really care about the franchise if only because it translates to a larger audience and negativity spreads. Besides, we

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would never want to alienate our core fan base; it’s like alienating your family.”

Actor Shia LaBeouf, who portrays Sam Witwicky, puts it succinctly. “People love Michael Bay or people hate him. It’s just a fact,” he laughs. “He’s not Elia Kazan. Even Mike will tell you that. Of course, my goal is to work with all types of directors, I want to stretch and make films that mainstream audiences really appreciate for the visceral experience.

“Michael is the sickest action director on the planet,” La Beouf continues. “He’s General Patton: hard as hell, opinionated, but with a great sense of humor, and he’s got an amazing visual sense; he’s a genius. I know that I worked with the best Michael Bay there’s been so far.”

Jon Voight was familiar with Bay, having previously worked with him on “Pearl Harbor.” He knew well the director’s fast-paced shooting style, his love of action and his desire for perfection, and similar to Voight’s co-stars, he sees Bay’s sense of humor as one of the tools in his arsenal of filmmaking techniques.

“Michael has a great sense of fun,” Voight says, “and all of his films reflect that no matter how serious the subject matter. It’s also what I like about this film – we don’t take ourselves too seriously.”

“Michael is definitely the fastest director I’ve worked with,” say actor Tyrese Gibson. “He keeps everybody on edge so that we stay sharp and on top of our game, and that’s because he’s on top of his game. When I watch everything and everyone he has to deal with on set, it makes me feel that much more responsible to do my part. Michael keeps me motivated.”

“As my mother would say, Michael’s a pip,” laughs Voight. “He’s got this tireless energy and he jumps from one set to another. Sometimes it seems as though he’s making it up on the spot, but he’s so familiar with the script that he has that leeway. You just never

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know where a scene might go, so you have to be on your toes and pay attention because all the pieces have to tie together; it’s a challenge. But with Michael the creative juices are continuously flowing. It’s as though he is meditating in motion.”

All of the actors were amazed by the secrecy surrounding the project. Most of them only received script pages with their own scenes rather than the entire script.

“This is as tight as it’s gotten for me,” says Voight. “I never know what I can say, so I just don’t say much,” he laughs. “But when I walked onto some of the sets and saw how amazing they were, I understood why Michael and Steven wanted to keep it under wraps.”

It became a joke with cast members how many people would ask them which Transformer™ they were playing when friends and family found out they were starring in the film.

“TRANSFORMERS”: The StoryIn many ways Sam Witwicky (LaBeouf) is like every teenage

boy. He’s interested in girls and cars, and bored with school. But that’s where the similarities end. Smart and witty, Sam is destined for bigger things than his peers. When his father agrees to match funds toward his first car, Sam’s excitement quickly turns to disappointment with the purchase of a beater 1976 Chevy Camaro® that appears to have a mind of its own. But when the hottest girl in school, Mikaela (Megan Fox), needs a ride home, Sam can’t resist, and before long the Camaro® steers the two of them together.

The next morning Sam awakens to a distinctive roar and screeching tires. Someone has stolen his car. In a valiant effort to pursue the thief, he chases the Camaro® only to find himself overpowered by a police cruiser that shockingly transforms into a menacing 20-foot robot. Looming over him, the robot attempts to

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interrogate Sam, but before he can comprehend his terrifying circumstances, Mikaela appears. As the two run from their mysterious attacker, Sam’s Camaro® flies in to the rescue. Before the dust can settle, sections of the Camaro® peel back like a banana, grinding, rising before their very eyes and suddenly changing into another giant robot.

Saved by the yellow behemoth, Sam and Mikaela attempt to communicate with their new friend who cannot seem to speak without the aid of songs playing from his radio. Soon other vehicles join them, transforming one by one into enormous mechanical beings who explain that they are Autobots® from the planet Cybertron on a mission to recover the “Allspark,” their life source, before their enemies, the evil Decepticons®, can find it.

Before Sam and Mikaela can implement their plan to help the Autobots®, they are arrested by a strange and officious government lackey (John Turturro) and taken to a clandestine command post.

Half a world away an Army Captain (Josh Duhamel), who is in charge of a small brigade of Special Forces Rangers, and the assigned Air Force combat controller, Sergeant Epps (Tyrese Gibson), find themselves the sole survivors of a bizarre attack on their base in Qatar. The soldiers soon discover they are the first present-day humans to come up against a powerful alien being that can shape-shift into a giant metallic scorpion but is really a powerful bullet and bomb-resistant robot.

When Lennox’s squad is surreptitiously transferred back to the U.S., they know they have seen and experienced something earth shattering. They are part of a select group that includes the U.S. Secretary of Defense (Jon Voight), members of a top secret military unit called Sector 7 (Turturro and Michael O’Neill), along with a beautiful computer analyst (Rachael Taylor) and her associate, a smart but uptight hacker (Anthony Anderson), plus the most unlikely

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pair, a couple of high school kids who have befriended some of the robots, (LaBeouf and Fox) – all of whom know about the aliens that have come to Earth in a desperate search for the “Allspark.”

Together the group strategizes a plan of attack to save the world from the battling Transformers™, but when Sam and Mikaela realize the government plans to destroy their new friends the Autobots®, along with the evil Decepticons®, they devise a plan of their own to save mankind.

When Spielberg first described the story to Bay, it was simple: It’s about a boy and his car that just happens to be an alien robot. A great hook, to be sure, but generating an entertaining, engaging story necessitates more than the kernel of an idea; its success rests in the hands of talented, ingenious writers.

John Rogers, who has written comic books himself, took a first crack at the story. In hopes of calming the nerves of fervent Transformers™ fans, he went online to reassure them that the filmmakers understood the devotion that kept the franchise alive long enough to be worth making into a movie. With that sense of respect and dignity, he approached the story, following DreamWorks’ edict to write a human tale.

“I had to start with human characters that could be expanded into larger roles,” Rogers explains, “and at the same time show the global scale of the story in the three or four different plot lines that eventually intersect. The idea was a worldwide conspiracy in the form of an action movie where all these people’s lives come together in the middle of the movie. So I started with Sam Witwicky and his love/hate relationship with his beater car; a group of soldiers who find some weird technology; and some scientists who are investigating that technology. That was the basic spine of it.”

Next up were writing partners Alex Kurtzman and Roberto Orci, both of whom are the perfect age to remember playing with the toys

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as kids, watching the television series, which ran from 1984 to 1987, and seeing the animated 1986 movie, “The Transformers: The Movie” written by Ron Friedman and directed by Nelson Shin.

Orci likens playing with the toys as “the ultimate peek-a-boo” game for eight-year-olds. “What is it, a truck?” he says, “No, it’s not a truck. Oh my God, it talks! It’s a robot. It’s the ultimate jack-in-the-box with a constant surprise. And from a more sophisticated approach, you’d imagine all your toys coming to life. You imagine befriending all the technology around you. That was a cool concept in 1984, and it still is now.”

Kurtzman agrees. “The idea behind the toy is that everything around us, our cars, and all technology, are sentient,” he explains. “Every thing has emotions and feelings but we don’t know it because they are in disguise. This seemed like a good jumping off point for a movie.”

“Alex and Roberto are very skilled at drawing strong characters,” says di Bonventura. “Once they came aboard, the project quickly found its feet.”

“The Transformers™ may be robots on the outside but they all have very human souls,” says DeSanto. “It’s important not to lose that in the translation.  As always it comes down to the classic good (the Autobots®) versus evil (the Decepticons®) with the future of humanity at stake.”

“The writers really helped narrow the choice of robots,” says Bay. “At the beginning I had some very elaborate plans for these newer robots called ‘Combiners,’ but ultimately it became too cost prohibitive to create them just in terms of manpower, let alone the technology to make them look real.”

“Steven wanted to make it an even five against five,” Bay continues, “so that’s where it took off.”

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The filmmakers spent time watching the 1980s “The Transformers” television show as well as the animated movie until they were very familiar with the first generations of robots.

“It became obvious that we couldn’t make a movie without Bumblebee™, Optimus Prime® and Megatron®,” says di Bonaventura. “After that we took a poll amongst ourselves, found out who were our favorites and then asked fans who their favorites were. From there we put a list together that encompasses most peoples’ favorite Transformers™. We know that people are going to feel, ‘Oh I wish they’d have put in that one or that other one,’ but there were only so many robots we could deal with in one movie.”

Shia LaBeouf is Sam Witwicky - (Username: Ladiesman 217)

When Shia LaBeouf first heard that a movie version of the beloved Transformers™ franchise was on the horizon, he immediately assumed the worst, but he wasn’t as worried as many who complained vociferously on Internet websites dedicated to lambasting the filmmakers. He was less concerned about which robots would be showcased and didn’t care overmuch about the specific vehicles or their paint jobs; he just hoped the big screen version would not lose the heart of the comic and the toy line, and wondered how in the world a live action movie would be able to make those amazing transformations so feasible in the world of animation.

“My childhood was ‘Yogi Bear’ and the ‘Transformers’ shows,” describes LaBeouf. “I was eight years old and I would play the tapes over and over again.”

His favorite Transformer™ was always Bumblebee™, with Decepticon Frenzy™ running a close second. When asked about the controversy over changing one or two of the vehicle models and

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updating some of the design aspects of the robots and their characters, LaBeouf is philosophical. “You have to keep up with the times, you have to update,” he says. “You can’t keep the story in the ‘80s. It might work for 25 hardcore fans, but for the rest of the world, you can’t portray Megatron® as a handgun. Cinematically speaking, you need to amplify the danger. Megatron® is now an alien jet the likes of which you’ve never seen before.”

There’s no American mythology,” he goes on to explain. “There’s no folklore, and for some, no religion. A lot of people in my generation didn’t even read Catcher in the Rye. But most of them know about Barbie®, Lego®, Tony Hawk and the Transformers™; it’s pop culture. The scary thing about jumping in to pop culture is you don’t want to sell out. But once I met with Mike, I saw that we weren’t going to make a film about some guy in tights and a cape. It was more a movie about the fact that we, as humans, don’t know everything; the idea that machines can, in a certain respect, overpower humans.”

During production, LaBeouf became close to veteran actor Jon Voight who gave him a book abut the theater. “In Greek, the word ‘theater’ means ‘the seeing place,’” LaBeouf explains. “People used to come to the theater to see something they weren’t experiencing in life; to see exaggerations on social situations, on mechanical possibilities, on the human condition. But every exaggeration begins in truth, which is what Michael and I talked about.”

When the two first sat down together, they discussed Sam Witwicky’s coming-of age-story and the dilemmas he must face when finding himself at the center of a war of two worlds. “It was never a discussion of technology,” says LaBeouf, “or ‘Let’s talk about the robots.’ The first thing we talked about was how to make Sam’s story real. How do we make the characters honest? How do we make the relationships work so that the audience can follow the story? Because

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if you don’t give a crap about the characters, even the animated ones, you’re not going to watch the movie.”

“Sam is just a normal kid,” says Bay. I didn’t want him to be the stud or the geek, just a normal Joe. He’s the type of guy who finds his edge through humor. He’s a little awkward, but you immediately like him.

“And like every guy, he’s consumed with getting his first car,” says Bay. “When I was growing up I had to save for my car fund and when I built it up enough my Dad was going to match it, just like Sam. I got a VW Scirocco and I had it painted at this place called Keystone Body Shop in Santa Monica, which coincidentally is the same building, the exact space in fact, where the edit bays in my office now sit. How bizarre is that? I remember walking in with my $900. Picking up that car was the most important moment, just like picking out the car for Sam.

“At the car dealership he gravitates to the Camaro®,” he continues, “because it’s got the slick wheels and a racing stripe and it looks semi cool, but we do give a wink to the VW when Bernie Mac tries to sell him the bug. But you know immediately there’s a connection between Sam and that Camaro®.”

“Sam becomes a messenger for the robots,” LaBeouf says. “He referees the entire situation between the Autobots® and the Decepticons®. He’s the human anchor for the movie so that you can have this outlandish plot of two kids in high school with no special skills, no cape, no big gun, who get the upper hand over evil robots, the government, hackers, everyone.

“Robots aside, Sam is very sheltered,” says LaBeouf, “he hasn’t seen much of the world, so he’s searching for an adventure. Of course, in his mind adventure comes in the form of a girl named Mikaela, but he finds out soon enough that his adventure is more than finding a girlfriend. When he’s first approached by Optimus®, it’s not

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something he’s ready for, but through the course of the film he becomes a man. Sam starts as a kid with no responsibilities and big dreams, but his focus changes. His friendship with this girl grows from a shallow infatuation to a very intimate relationship and he finds a best friend and a guardian in these robots.”

Di Bonaventura who knew LaBeouf from working with him on “Constantine,” believes the actor’s likeability quotient is enormous and allows audiences to root for him which is essential to the story’s progression.

“There’s no question that having grown up in the movie business Shia has learned how to make a character his own,” he says, “how to interpret the character’s choices and how to create the character’s inner world. For his age, Shia is beyond sophisticated.”

“Shia’s quite a sensation,” Voight agrees. “He’s the real thing.”

Megan Fox is Mikaela BanesConstantly teased about her last name and the style with which

she wears the mantle, Megan Fox is undeniably an all-around good sport. In her first leading role in a major motion picture, Fox was thrust into the limelight of a big action movie helmed by none other than the wildest action director ever, Michael Bay.

“Given that Michael’s name was attached to the script and that it was planned as a summer release, I knew the movie was going to be huge,” she says, “I just had no idea how much of a part I was going to play in relation to the whole thing or what I was in for,” she says with a wink.

Bay, along with his Platinum Dunes producing partners Andrew Form and Brad Fuller, had originally auditioned Megan Fox for their remake of “The Amityville Horror” (directed by Andrew Douglas). When she returned to Bay’s offices two years later to audition for the

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role of Mikaela, he saw something beyond her obvious beauty that complemented the character.

“Even though Megan’s relatively new to movies, she’s incredibly poised and confident, and it’s not phony,” says Bay. “I also liked that no one really knew about her, which can be scary when you think about giving such a big part to someone untested, but the pairing with Shia really worked. They had a great energy.”

“Michael Bay is kind of infamous,” laughs Fox. “But the more you are around him, the more obvious it becomes that he has this off-beat sense of humor. If he yells, it’s more about entertaining himself and ribbing you. He’s not a scary guy, he’s funny.”

“Michael’s a frat boy,” says her co-star LaBeouf, “and if you’re going to have a relationship with Mike, you cannot be the sentimental actor. You cannot be fearful. You have to hold your own and be tough if you’re going to play with that crowd. Michael needs people who can deal with that, who can hang in there and keep going, and Megan figured it out.”

“Michael’s a phenomenal director,” she says. “Audiences are coming to this movie to see robots, explosions, and jets and helicopters screaming overhead – they want to see action. Shia and I were just along for the ride,” she laughs.

As Mikaela, 20-year-old Fox plays the hottest girl in high school who is not engrossed in the usual girlie interests and pursuits. Instead, she is a thinker who, like Sam, is looking for the next adventure life has to offer.

“She’s from the wrong side of the tracks,” Fox explains. “She’s had a difficult family life and it’s made her tough. But she’s a sweet girl and when Sam is ridiculed by her boyfriend she sticks up for him and breaks up with her boyfriend over the incident; it’s all very melodramatic.

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“Mikaela’s also a tomboy,” she continues, “she likes to work with cars, and she gets sucked into the whole robot world by accident. It’s like she’s stuck in the middle with Sam and she feels she has to protect him.”

Similar to their characters, Fox and LaBeouf bonded as friends under the pressures of a fast paced, demanding production schedule. “Shia is one of the funniest people I’ve ever met,” Fox enthuses. “He’s just naturally funny. Sometimes it was hard to get through scenes with him. And he’s so good at improv, he just gets funnier and funnier, which made it harder and harder for me to stick to the script and try not to laugh. Michael loves improv and I’m terrible at it, so I always want to stick to the lines, but I tried to make it work when Shia went off. It was pretty difficult to concentrate because he’s just so funny, and it doesn’t help when you can see the crew behind the camera laughing.”

Aside from keeping pace with her co-star, the most difficult task for Fox was keeping the film and her character believable. “How can you use ‘Bumblebee™’ in a sentence and connect to it?” she asks. “How do you make talking to a 40-foot robot realistic, especially when your character is the human thread that connects the audience to the story? It was our job to keep that balance, but for me it was the hardest part of the job.”

Growing up, Fox’s favorite cartoon was “Teenage Mutant Ninja Turtles” with “Strawberry Shortcake” a close second. But like thousands of other kids, the actress was also engaged by “The Transformers” series. Not only was she familiar with the television show, she paid close attention to the comic books.

“I consider myself an artist,” she explains, “I’ve sketched and drawn from a young age and, of course, all children love cartoons, but I was taken with the animated series because of the illustration and the artwork.

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“To be able to draw pieces that transform from a car into a robot is pretty incredible,” she continues, “and it’s not just the question of being a good artist, it’s the ability to conceptualize and design a mathematical equation.”

Fox’s favorite Transformer™ is Starscream®. “I’m biased,” she says, “because Starscream® is the coolest toy in the series. He’s just badass.”

Josh Duhamel is Captain LennoxJosh Duhamel first learned about the film when he was meeting

on Michael Bay’s Platinum Dunes’ production of “The Hitcher.” Although he didn’t get that job, he did pique Bay’s interest and two months later received a request to read for a part in Bay’s and Steven Spielberg’s newest collaboration “TRANSFORMERS.”

“I couldn’t imagine trying to make a movie out of what I remember as a great cartoon,” Duhamel says. “But once I saw the magnitude of the military access we got, the special effects, the robot John Frazier and his guys built, the attention to detail, I knew I was very lucky to be part of this.”

Duhamel and his compatriots, including actors Tyrese Gibson, Amaury Nolasco and Zack Ward, attended a three-day boot camp, or basic training as it is termed in the Air Force, along with real-life soldiers who would be sharing scenes with them. Prior to beginning his military training, Duhamel took it upon himself to prepare as best he could and added a few pounds of muscle to his naturally lithe 185 pound, 6’3” frame.

“I tried to get into the best shape I could,” he says, “because I had heard all the stories from guys who’d gone through these things on other movies, only to find boot camp for us was an abbreviated learning experience to understand how to prepare for war – what soldiers go through and the amount of knowledge they have to absorb

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to be ready to deploy for places like Iraq or Afghanistan. I walked away with a heightened respect for the amount of preparation it takes to be a soldier.”

The group went through intensive gun training, but the most difficult part for Duhamel wasn’t shooting, reloading or handling his weapon, it was carrying it. Bay had the group running up and down inclines, climbing over obstacles – doing everything one would expect in an urban war zone – with the only difference being he wants it done over and over and over again, take after take, all day long.

“I’m carrying this 40-pound gun, wearing full body armor, the complete survival kit with magazines for this machine gun and all kinds of different stuff you need, and I’m running as hard as I can up the street, and I’m the leader of the group. I was dying after the first take! Then there’s take two, take three, and by the time we got to the fourth take, I could barely run,” he recalls. “It reminded me of running the 400-meter dash in high school where it felt like I was going to collapse and vomit. So whenever I could, I’d ask for the rubber gun. I’d pray we didn’t have to shoot in the scene so I could use that rubber gun. You look much more manly running up the street with the rubber gun,” Duhamel explains, poking fun at himself.

He was happy the production schedule began with the most physically demanding work. “It’s better to get the toughest part of any shoot out of the way first,” he says, “because that’s when we’re all the most gung-ho. So even though it was physically tiring, it was a lot of fun.”

Duhamel and his compatriots especially liked spending time on actual Air Force bases surrounded by real military personnel and equipment. Duhamel even spent the better part of one day at Holloman AFB training to take a ride with commanding officer Lt. Colonel David Moore in his T-38.

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His day began with a physical at the base hospital after which Technical Sergeant Andrew Baker fit Duhamel with his own flight suit and emergency gear. Next Major Ronald Keller prepared Duhamel with class lectures, slide shows, physical demonstrations and time in a cockpit simulator before he was permitted to climb into the back seat. The other pilots in the squadron even gave Duhamel his own locker and call sign which Duhamel joked should be “Vomit Boy.”

“Egress training is really all about what can happen if everything goes wrong during the flight,” he says. “There’s all kinds of camping gear in your ejection seat and in your suit in case you land somewhere out in the woods. And, believe me, they make you feel like there’s a darn good chance that might happen,” he says.

On a serious note, Duhamel was able to imagine the view from a fighter pilot’s angle. “It really gives you an appreciation of what the real dudes go through. Try as we might, most of us can never even imagine what our soldiers endure, the chances they take and the danger they face daily. As actors, we try to become these guys as much as we can, but you just can’t fully understand war until you’ve experienced it first hand, so the best we can do is emulate them. I have tremendous respect for these guys.”

In terms of the Transformers™ themselves, Duhamel is impressed with Hasbro’s modernization of the toys since he played with the robots years ago, and he was even more excited when it came to the advances made by the film company’s art department.

“The Decepticons® are meaner looking and the Autobots® are just wicked cool,” he enthuses. “The people who come up with the concepts and art work for these things live in some other world to be able to think of this stuff.”

Duhamel spent a good portion of the production dividing his time between filming his hit television series, “Las Vegas,” during the week and spending his weekends on set finishing the film.

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Tyrese Gibson is Technical Sergeant EppsLike every other boy his age, Tyrese Gibson was not only a fan

of Transformers™ action figures he was also a huge devotee of the television series. “I used to watch the cartoon every day when I got home from school,” he says. “Who would have thought a cartoon you loved as a kid would end up being such a milestone in your life as a grown man? It’s crazy how things happen.”

Gibson first heard about the project from his lawyer who also represents Michael Bay. Although the two had known each other socially, and had casually discussed the desire to work together at some point, neither the director nor the actor ever envisioned this particular project in their futures.

“On a personal level, Michael and I have good energy,” says Gibson. “He always said we’d figure something out, I just never thought it would be ‘TRANSFORMERS.’ Originally I was playing a smaller role but after a conversation between Mike and Steven, it became a lot more substantial and I was able to have some input.”

Prior to beginning filming, Gibson went through a serious bout of the flu which kept him bedridden up until the time he met his fellow cast mates for basic training. Once he arrived at Fort Irwin’s National Training Center just northeast of Barstow, California, he began the drills, but when he started to relapse, doctors forced him to miss the first three days of filming at Holloman. When Gibson rejoined Duhamel, Amaury Nolasco and the other members of the squad in the 120-degree heat of White Sands Missile Range, he slept whenever he could, but never escaped the teasing by his squad mates that can only come with the camaraderie of soldiers in arms.

“After all the warning and precautions I was given, I knew being out in the blazing sun in 120-degree heat wasn’t the doctor’s idea of taking care of myself, but I couldn’t miss more than three days,”

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Gibson remembers. “It was crazy out there. I went home drained every night. But it was one of the best moments of my life and I wouldn’t have missed it for anything. With everything we shot there, you could have made a whole movie, but it was just the beginning.”

As a Combat Controller, Sergeant Epps is one of the most highly trained personnel in the Air Force, and as a member of a Special Tactics Team that includes Captain Lennox (Josh Duhamel) and other several elite Army Rangers, he is responsible for leading those men into uncharted hostile territory, for reconnaissance, for establishing attack zones and to call in firepower should the need arise, along with a host of other duties too numerous to list. But most important, he and his fellow soldiers are the first line of defense when it comes to defending his country, her people and her allies.

To prepare for the role, Gibson spent time with an actual Combat Controller who was on leave after a tour in Iraq. In the Air Force for more than 20 years, Captain Ray Bollinger is a respected expert in his field and gave Gibson much of his technical dialogue for the desert sequences shot at White Sands Missile Range in New Mexico.

“I communicate with all aircraft,” says Gibson who can still recite his team’s site coordinates in his sleep, “The Blackhawks, stealth bombers, F22’s, they’re all on my wire. And it was a matter of running my lines with Ray because he knows the way it’s supposed to sound; he knows the speed of it, the cadence. The English can sound like Chinese when you’re speaking so fast, but once I became more comfortable in my character and understood what I was saying, it helped. I couldn’t have rehearsed my lines with anyone but Ray.”

Spending time with Captain Bollinger and the Navy S.E.A.L.s who were cast as his team mates along with the many service men and women from Holloman, Fort Bliss and other bases gave Gibson and his fellow cast members a real respect for the people who serve in

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our armed forces and in the military units of other countries around the world.

“Playing the role of a soldier, you realize that people are counting on you,” says Gibson. “As you learn your lines and learn what you’re calling in when you radio attack coordinates, you come to understand that your team and the people you’re defending are relying on you. As an actor, this makes you feel responsible to be as authentic in your role as possible; whether it’s delivering the dialect correctly or carrying a gun the right way, it means something, even though the story is all fiction.”

For Gibson, putting on the military garb helped him get into character. “Carrying the gun, wearing the heavy packs with all the equipment, the ammunition, you can barely breathe, but when I put it on, I become a chameleon, I am the character.”

Like many others, Gibson is attracted to the wise and powerful Optimus Prime®. He particularly likes the new incarnation of the multi-colored tractor-trailer Bay and the art department selected as Optimus’® alter ego. Gibson’s only wish for his favorite Transformer™ is that next time he will be hauling an equally vibrant cargo carrier behind him when he goes through his alteration.

He has a terse reply for die-hard fans who are unhappy with some of the film’s changes from the original cartoon, “Get over it!” he says. “I mean, I love Bumblebee™, but come on, it’s a much sexier car now.”

John Turturro is Agent SimmonsOne of the few actors to receive the entire script prior to

cameras rolling was John Turturro. But even before he read the piece, Turturro knew the toys well. The father of two sons, a 16-year-old and a six-year-old, he was put under a bit of pressure at home.

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“My older son said, ‘You know you have to do this, you don’t really have a choice,’ and I said, ‘Well, I have to read it first,’ and he said, ‘No, you don’t,’” Turturro recounts, laughing.

His older son also made him aware of the enormous fan base already in place and helped him with a bit of research before he accepted the job.

When asked which Transformer™ he likes best, the actor will not play favorites. “There are so many and each is unique and fun,” he says, “it’s just great to see all the shapes you can make with them. I just can’t say that I have a favorite.”

Turturro especially enjoyed the process of developing his character and the scenes with Bay who could barely keep from laughing out loud when Turturro was on camera. “My character lives in this secret society that obviously influences his behavior,” he says. “Sometimes the humor is silly, and you don’t want that to be burdensome to the character you’re developing, so you do it until the humor just becomes part of the character. It helped that Mike and I were able to flesh out some moments that weren’t in the script, which is why it’s so important to connect with the director.”

“John and I had a lot of fun fighting against this unknown varmint,” laughs Jon Voight, describing his experience with Turturro. Not a response one imagines when two of the most well-respected actors of our time have the chance to work together, unless it happens to be on the biggest action film of the year. “I’ve really enjoyed myself because I had the chance to be creative and imaginative,” Turturro says. “Sometimes on big films, you don’t get the chance to do that. It’s been great to be able to turn one of the most famous toys into a mythology, to be a part of something like that. It’s a film that has something for everyone.”

“What a delightful, fine actor he is,” says Voight in all seriousness. “One of the fun things about working in film is that you

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get to work with people you’ve admired for so long, which is exciting. “

Actress Megan Fox found that Turturro was exceptionally helpful when it came to approaching the rather improbable subject matter presented in the script. “When I had trouble with the ebb and flow of a scene, he would open a different door and help us to change our focus to find another approach. And he did it in such a helpful way, such a nice way that it didn’t make you feel as though you were wrong in your original choices. He’s really a genius.”

Fox particularly loved Turturro’s impressions of other actors, crew members and even Michael Bay. According to her, the actor’s portrayal of Agent Simmons is done as an homage to Bay.

Jon Voight is ’Secretary Defense’ John KellerJon Voight was not familiar with Transformers™ toys, but knows

that the toys and cartoon have been a favorite of kids for years and believes that this movie will only solidify the robots as a successful franchise for years to come. And even though he has a passel of granddaughters and only two grandsons, he thinks that girls will find the robots equally engaging.

When Voight first reads a script, he looks to make sure that the story works. “Does it have a cohesive beginning, a middle, an end?” he asks, “And where is the fun? Is there excitement whether it’s a serious piece or whether it’s a fantasy? That’s the real question.

“After I read the script, I told Michael, ‘This is gonna work,’” he says. “I also thought my part wasn’t too fleshed out, but then I realized why he wanted me to play it, to bring something of my own to the role. With Michael, every script is a work in progress.”

No matter how big or small the part, Voight always wants to contribute to any scene he is in. “Some people who’ve been around as long as I have won’t take roles if the piece doesn’t revolve around

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them,” he explains. “But I’ve done a lot of supporting roles and I know what it is to be the lead guy and want to have those supporting actors give you something to work with, so I expect that from myself. When they turn the camera on me, I want to be ready to contribute and I want to be there for the other actors.”

Voight was happy to see the filmmakers made the effort to keep military personnel available at all times when he and anyone playing military roles were on set. “It gives you a sense of what’s authentic,” he says noting the military representatives from the Air Force, Army and Navy, one of whom was always on set, along with Phil Strub, overseer of entertainment media for the Department of Defense at the Pentagon, who visited from time to time.

“I’m a veteran actor,” he says, “if you hang around long enough, you become one of those guys. I always try to be supportive of other actors because I know what they’re going through in most situations, and I’ll take advice from anybody. I’m not just the elder statesman. But I often feel like my role is that of the beleaguered patriarch, so there’s a little sense of that on the set.”

Voight’s fatherly manner toward the cast and crew, in combination with his own distinguished bearing, so impressed the real life soldiers working on set that fiction blurred with reality. “Some of the soldiers who worked in the Pentagon scenes would come up to my table at lunch,” the actor says. “I’d invite them to sit and talk and they approached me as if I were the actual Secretary of Defense. They respect the job so much they just naturally treated me with the same reverence.”

Voight would frequently huddle with his cast mates before being called to the set to go over scenes and discuss ideas. The group developed their own shorthand and some of the younger actors would consult Voight on their own.

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“I have a lot of questions,” says Voight. “I always do. And I like coming up with ideas. I’m kind of like Michael in that way. I like helping the director because he’s carrying a heavy load, so I’ll give people some cards to play with. I like being collaborative.”

You could tell we were a happy family,” Voight says of the cast. “We all liked each other, which made for a fun set.”

He developed a special rapport with some of the younger cast members, too.

“Jon is the epitome of professionalism and class,” says Anthony Anderson. “He gives 100 percent every time. I see why he remains relevant in today’s entertainment industry and has been so sought after for three or four decades.” An unlikely pair, mega-watt superstar rapper Gibson and gentleman Academy Award® winner Voight connected on a very personal level. “Jon Voight is my pops,” Gibson says. “He is such a mentor and father figure to me. When he hugs me, I feel like I am being hugged by my grand-pops because he has such a warm, loving spirit and he’s such a humble guy. When I would do a scene with him, he’d look at me and give me this blink and a little nod – it made me feel like I did a good job.”

Anthony Anderson as “Glen Whitmann”When asked if he is familiar with Transformers™ action figures,

Anthony Anderson will immediately break into song, “Transformers™, more than meets the eye, Transformers™, robots in disguise!”

“I can sing more of the song, Anderson says proudly, “I actually owned Optimus Prime® and Megatron®. I grew up watching the cartoon, that’s my era. When I heard there was a possibility of playing a character in the film, I was just excited at the chance to meet Michael and Steven Spielberg.”

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Anderson is passing on the lore of Transformers™, teaching his children about his beloved childhood pastime. After bringing his young son to the set, he had a difficult time keeping his son’s focus on school rather than on accompanying him to work each day.

“The first day I walked onto the Megatron® set, I had my son with me,” remembers Anderson. “His jaw dropped. The art department did an amazing job bringing this creature to life, and it was only half built. I really have to tip my hat to them.”

A chameleon, Anderson has the ability to perform in classical theatre as well as urban drama, but is best known for his comedic roles, a talent he uses to great degree as Glen, a smart but surreptitious hacker who is a close friend of computer analyst and government consultant, Maggie Madsen.

Lorenzo di Bonaventura, who has worked previously with Anderson, is a big fan. “People don’t understand how much he brings to the party,” di Bonaventura says. “His ad-libs are smart and clever and completely unexpected; he’s a very instinctual comedian. But he’s also underestimated when it comes to his serious roles. Anthony was so compelling in ‘Hustle and Flow’; I hope more people recognize how talented he is.”

Di Bonaventura loves the idea of going against type in casting Anderson as the computer whiz kid. “Every preconception you have about the character is thrown out the window when you meet Glen at his grandmother’s house. He’s older than you think the average teenage hacker might be. He’s less nerdy. And he’s the total opposite of the hot guy you imagine as Maggie’s friend. He’s just a study in contrasts. Anthony is absolutely fresh.”

Anderson describes his character as a “computer genius-geek-nerd who is accidentally pulled into the government’s search for whatever is devouring all their secret system files and documents.

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“Maggie, my partner in crime, brings in Glen to help her decipher an electronic computer language that the Decepticons® are speaking; she needs help, so she comes to the smart guy,” he says coyly.

“Glen’s nervous at first,” explains Anderson, “because he’s got a little addiction problem with hacking into highly classified systems like the Pentagon’s, which he’s done more than a few times. He can’t help himself, he’s drawn to it; he loves the excitement. He’s just never been caught before. But this time, he really doesn’t want to be in the mix with angry alien robots.”

Despite his initial reluctance, Glen cannot help but be spellbound as he begins tapping into the aliens’ communications, breaking their code. “Glen knows their innermost secrets,” the actor says, “but it’s frightening and disturbing. I mean, it’s Defcon 38. Talk about heightened security levels; we’re at fuchsia, man!”

Anderson’s favorite Transformer™ is Megatron®. “I like the bad guys now,” he says. “Growing up I liked Optimus Prime® and another one that was a big gun with a scope on it. I played with that guy until he broke.”

Rachael Taylor is “Maggie Madsen”At 22, Taylor is relatively new to Hollywood having recently

emigrated from her native Tasmania via Australia. “TRANSFORMERS” is her first American film and the first she had ever heard of the Transformers™ toy franchise. After accepting the job, there was some debate as to her character’s nationality – should she be American? Australian? British? The filmmakers finally opted for her native accent.

“Michael Bay was pretty adamant that she be an Aussie,” Taylor says,” and that was fine with me because it gives my character a point

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of view that’s authentic. But the film has such a global feel, it’s not exclusively an American or western film.”

Taylor likens her character’s circumstance at work with her own on the film. “Maggie can’t keep her mouth shut to save her life,” she says. “She tells the Secretary of Defense exactly what she thinks and then immediately regrets it afterwards. It’s not that she doesn’t speak the truth she just needs to pick her moments with more care.

“She’s a woman trying to succeed in a man’s world,” Taylor continues, “which parallels my experience shooting ‘TRANSFORMERS’ because it’s only Megan and me in a world dominated by men, all working for Michael Bay.

“Maggie trusts her instincts even if she doesn’t always have the evidence to support what she feels,” explains Taylor. “That’s the exuberance of youth and being excited by her job.”

Working as a consultant for the United States government, Maggie and her team are some of the best and brightest data analysts. Secretary of Defense Keller calls upon her group and others to help unmask the unidentified menace attacking the world. When Maggie realizes that the mainframe has been hacked, she calls the only person smarter than she is: her buddy, Glen.

The two actors first met at a rehearsal with renowned acting coach Larry Moss. “After two minutes Anthony had me in hysterics,” Taylor says. “Even Larry, who’s kind of serious, was in stitches. But more important, Anthony is such a good person. The first time I met him he said, ‘Baby, I’m not going to let you fall,’ which is an incredible sentiment for one actor to say to another. If we succeed, we’re going to succeed together; we’re going to have a good time and make this work. Anthony really took care of me.”

Glen and Maggie are an odd couple, to be sure. “But that’s what makes the match work so well,” says Anderson. “Opposites attract.”

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Anderson says one of the reasons he and Taylor got along so well is that he spent several months in Australia shooting ‘Kangaroo Jack.’ “I’m familiar with the culture of Australia and that area of the Pacific,” he says. “America is similar, but there are still subtle differences and I understand where she comes from.”

Military Involvement“I wanted the story to have global impact,” says Bay, “so I was

dead set about getting military cooperation. I’ve worked with the Department of Defense on several projects and we have a great working relationship, so I already knew many of their ground rules. But I was worried because there’s a war going on and so many troops are out there fighting terrorism, which is always going to be their focus, as it should be.”

The military was invited to collaborate and brought its own ideas to the table. Military installations used in the movie included Holloman, Kirtland and Edwards Air Force Bases, and the Pentagon.

Working with the different branches of the military, the production was able to “borrow” high end hardware not available elsewhere, from CV-22’s and F-117’s to C-130 cargo planes and spooky gun ship.

“We would never have been able to make this movie without the willingness of the DOD to embrace this project,” says Bryce. “Even though it’s a fantasy, they understood that our depiction of the military is grounded in reality and they wanted an accurate portrayal of their personnel and technology. The cooperation we received was outstanding. We’re proud of the fact that almost every military role, including extras, was played by military or ex-military personnel.

“The CV-22 is phenomenal,” says assistant location manger Mike Burmeister. “It’s like a combination helicopter-airplane; the prop turns 90 degrees and the helicopter becomes this jet that can fly

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at 500 miles per hour. The Air Force has three in their inventory and when they flew into Holloman, everyone, even the base commanders, came out to watch.”

Bryce was particularly awed by the sight of the F-22 Raptor® in an unrestricted climb to 15,000 feet. “I’m not sure how many people have seen that, but I was honored. It was just one of the many exciting things we were privileged to see.”

Major Daniel Ferris became a beloved member of the crew during the weeks filming at Holloman. As the primary Air Boss for the set, he was in constant contact with both Bay and his assistant director Simon Warnock as well as with his fellow Air Force pilots flying above. Ferris stepped onto the set and flawlessly coordinated Warthog bombing runs with the action taking place in front of cameras the ground. He also assisted in coordinating much of the air-to-air filming working with the movie’s aerial coordinator Alan Purwin and the director of aerial photography, David Nowell.

“TRANSFORMERS” was the first motion picture to be permitted to film in and around the Pentagon grounds since 9/11. Both cast and crew felt the weight of that responsibility and followed instructions to the letter. When filming was completed, the cast and crew were invited to visit and pay their respects at the private 9/11 Memorial Chapel.

“The military is inevitably brought in when an outside threat to our country or to world peace becomes significant,” says di Bonaventura. “So even though this is not a military movie by definition, it’s difficult to conceive of a world in which 30-foot tall metal people begin destroying cities where the military wouldn’t become involved pretty quickly.”

The Action/Stunts

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“I never imagined myself in an action film of this magnitude,” says LaBeouf. “Not that I’m giving myself kudos, but 90 percent of the actors I know could not have done what Megan and I did in this film. I mean there are action stars who wouldn’t have been as dumb,” he laughs, “hanging off the roof of a 15-story building from a single wire with nothing below but the asphalt alley. It was insane!”

Bay’s excitement and enthusiasm for monstrously large stunts seems to infect the entire cast every time. Sooner or later, on every film, actors find themselves agreeing to participate in acrobatics and physical feats they would never normally envision themselves attempting.

Even 60-something Jon Voight loved what he calls “the physicality of his role.” Similar to the rest of the cast, Voight hit the ground running when need be and literally hit the floor as well. In one scene when his character is seriously injured, Voight shocked the crew when he threw himself to the cement floor of the soundstage as though he’d actually been shot by a stray bullet.

“He kept pace with every 20-year-old on the movie,” says Michael Bay.

“I think Jon was trying to sell it a little hard,” says Anthony Anderson, “making us younger guys look bad. Michael would look at Tyrese and me and say, ‘Look, if Jon can run down there, you can run there!’ I’d tell Jon, ‘Relax, you could break a hip,’” he jokes.

“It’s like playing when you’re a kid,” says Voight. “When I was growing up, I liked physical comedy and I’m still amazed when I see people do anything extraordinarily physical. But you get shot, you fall on the ground. The only shocking thing is that I’m a little old to be playing at this kind of stuff, but I really like it. I’d hear the guys say, ‘Hey, did you see that?’ and I’d tell them, ‘Guys, I’m not gone yet, I’m still in the game here.’ I mean we’re not Cirque du Soleil.”

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LaBeouf landed the role of Sam Witwicky while he was shooting DreamWorks’ “Disturbia.” At the time, he weighed 130 pounds but despite the action of the blockbuster thriller, the young actor needed to strengthen his body in preparation for this next job. He began working out five days a week for three months and gained 25 pounds of solid muscle by the time he arrived on set in New Mexico. His first evening, LaBeouf spent the night being chased by guard dogs around a dilapidated lumber mill. He quickly realized that his training, which had focused on building bulk and mass, was not what he needed. His role required stamina and speed.

“It was all running. I should have been doing calisthenics. And there’s the pain tolerance,” he laughs. “That’s not something you can train for.”

Actress Megan Fox swears that she gained 10 pounds of solid muscle during production from all the running and strength training the role required, and she gives the camera crew special accolades for keeping up with the pace. “They really deserve a lot of credit,” Fox says, “for being able to follow us the way they did. They’d give us general directions where to run and we’d head where we were told, but it’s almost impossible to hit exact marks on a movie like this.”

LaBeouf calls co-producer/stunt coordinator/second unit director Ken Bates a savior. “He’s the only reason I am alive,” LaBeouf jokes.

Bates disagrees. “Shia was very focused,” he says. “He’s a strong, agile kid and he’s smart. He pays attention and follows directions well, and he has respect for what we do, which really contributed to his being able to handle his own stunts.”

When Bay extended a challenge to LaBeouf to perform his own stunt at the top of the building, he knew his young star would never turn down the offer. To prepare LaBeouf, Bates put him on a wire to give him a feel for the system and had him walk a small parapet wall.

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Once the young actor was comfortable in his movement, Bates taught him to focus on the wall in front of him and pay attention to nothing else. When LaBeouf was steady walking a plank, Bates took him to the top of the building.

“That was all Shia up there,” says Bates. “In the midst of explosions and charges going off he remained calm and focused. It was a personal challenge that Bay put forth and Shia came away a winner.”

“But you’ve got to do things like that because Michael puts the cameras so close,” says LaBeouf. “The best part is that he puts the cameras in bulletproof boxes so they don’t break, but it’s your face right next to the camera and you start thinking, ‘Hey, they’re protecting these cameras and I’m sitting right here. Why don’t I have a bullet proof box? What the heck is going on?” he laughs.

Bates has been working with Bay since 1989, overseeing the stunt work not only on Bay-helmed movies and commercials, but also on his Platinum Dunes productions. Obviously familiar working with stunt people and actors, Bates also spent a good deal of time discussing action sequences with visual effects supervisor Scott Farrar. “We worked hand-in-hand, putting scenes together,” he says, “because half the fight sequence was built in CG. That direction isn’t written on a call sheet for people to follow. We work it out during prep, and then again once the film starts shooting and again when we rehearse right before we shoot. And with Michael, you always have to be three steps ahead.”

One of the most dangerous sequences of the film was shot at the end of Interstate 210, currently called the Foothill Freeway. Many film and television companies shoot on this section of the freeway in San Bernardino near the 215 junction because it remains unfinished with no end date in sight as construction seems to stretch further and further eastward. The sequence is one that Bay had in mind since he

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first accepted the movie – the robots transforming at 80 miles an hour – and he and Bates worked tirelessly to plan a stunt that would surpass Bay’s chase over the MacArthur Causeway (that links Miami with Miami Beach) conceived for “Bad Boys II.”

In the third act, as Megatron® realizes that Sam, Mikaela and the Auobots® have escaped with the “Allspark,” a chase ensues. Despite thorough planning, the stunt team had only one day to actually test the bus gag.

In the sequence, stuntman Richard Epper drives the bus as Bates follows in a camera car the crew lovingly calls the “Bay Bomber:” a small, souped-up go-cart that sits low to the ground in order to shoot a vehicle’s first-person point of view.

“Richard was towed into the action at 60 miles per hour,” Bates describes. “Once he reached speed, he threw the bus sideways, hit a charge, and cut away the tow cable. As the bus blows up, it splits in half and slides sideways, at which time Richard hit another button that triggered a ‘bomb’ that detonated three canons in the back of the bus that sent that back end tumbling end over end. The front half of the bus hits the median, jumps up and comes back down.

“The bus sequence on the 210 was something we’ve never done before,” says Bates. “Even though we planned it down to the last detail, we had no idea what the bus would actually do. Frazier’s guys rigged a separate set of wheels on the front of the bus so that Richard could brake when it snapped and he would have some form of control. But no one really knew what would happen. The effects guys made us look good.”

Bates, Epper, Corey Eubanks, and Steve Kelso were the main drivers responsible for the spectacular stunt driving throughout the film.

Bay’s usual agenda is to put safety above all else, but also to allow the scene, even a dramatic action sequence, to unfold

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realistically. Talent are given strict guidelines in terms of where and when to run as explosions are detonated, but they never know exactly which “bomb” will pop at what point during the scene.

“It’s like being on a football team,” LaBeouf says, likening the adrenaline rush of running a 100-yard field for a touchdown. “The effects guys point out every bomb, so that no one is in danger, but you never know which will go off first, second, third, fourth. I’m just a normal kid,” he says in mock desperation, “I’m not supposed to know how to do Jet Li-style acrobatics.”

LaBeouf got so deep into the action he would show up on set on days when he wasn’t scheduled to work. (He would also bring friends and sneak onto the stages to show off the phenomenal sets or into the garage to ooh and ah over the astounding cars and trucks.)

During Fox’s audition Bay asked her questions about her physical abilities. “He wanted to know if I could run and he asked if I had a nice stomach,” she laughs recalling their interview. “So I figured, all right, I’m going to be running in a belly shirt, but I had no idea I would be doing most of my own stunts and I am not a girl who likes to work out. I’m lazy. So to be honest, my stunt double did some incredible things that I can only pretend to have done. It’s just that Michael would rather never use stunt doubles if he can help it.

“My knees had no skin on them,” she says. “I ran, I jumped, I crawled around the Los Angeles River for days. At a certain point it was 90 percent running and 10 percent acting, but I think that’s appropriate because people are coming to see the action and the Transformers™, not Sam and Mikaela.”

Fox does, however, take umbrage with her character for not wearing a seatbelt. “Mikaela never once wears a seatbelt, except when she’s sitting on Sam’s lap, and you should definitely wear one when you’re driving 130 miles an hour in an alien robot car. It is the

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law,” she says in hopes of reminding her audience to always buckle up.

Acting with Transformers™ That Aren’t Really ThereAs visual effects become more sophisticated and computer-

generated characters become more and more a part of mainstream films, the question remains: how does a real-life actor act when there’s no one on the other end of the conversation?

“People ask me all the time how do you know when you’re overacting,” says LaBeouf about his experience working on “TRANSFORMERS,” “but how do you determine what overacting is when there’s supposed to be a robot in your backyard? How can you be minimal about that?”

LaBeouf, Fox, and the other actors spent a good deal of their time craning their necks, looking at the top of an extension pole that could be lengthened to accommodate the height of any robot -- 20 feet for Bumblebee™, 40 feet for Optimus®, etc. Sometimes the visual effects crew would tape a mask of the robot’s likeness to the top or stick a tennis ball onto the end of the pole, but more often than not, the cardboard cutout fell off or the tennis ball was forgotten in a trailer on the other side of location and the actors were forced to keep their eyes on the bare end of the pole.

“You’ve got to be in love with that pole,” says LaBeouf. I asked Turturro and Voight about it. Where do you pull from? How do you find the right place to go? These guys are legends, so I thought they’d know how to do this, but they were just as lost. It’s like soft dirt – you don’t know exactly where to step. It’s a completely different form of acting. But that’s also where the fun comes in because Michael will give you the freedom to play for six or seven takes just to see what works.”

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“Sometimes it was a little weird,” says Turturro about the makeshift robot stick. “And for some reason that’s always the last thing anyone thinks about: where is the person, the image, the situation for the actor to react to? It’s the difference between having another actor off camera or having no one there during those close ups, it can really make your performance. It really helped when Michael had the guy [actor and voice-over artist Mark Ryan] on set doing the austere voice, but you would think that someone would invent a giant animated puppet for the actors to work with, but even that would pale by comparison to the robots that the audience will eventually see in the film.”

Fox, who does not like watching her own performance, is looking forward to seeing the film if only to watch a scene in which Mikaela and Sam spend the entire sequence in conversation with a group of Autobots®. “We were in an alley talking to nothing for three days,” recalls Fox. “It was just Shia and me talking to the sky. I’ll watch that for sure.”

Tyrese Gibson agrees, “It’s kind of wild, talking to robots that aren’t there, but that’s acting!” he says succinctly. “It’s our job to make you believe that Superman or Megatron® is coming down the street, even if we don’t see him. It’s all in a day’s work.”

“The animatics that Michael would show us from time to time really helped to give me a point of reference,” says Anthony Anderson, “especially when you hadn’t been on set in a few days. Michael enjoys showing people playback of scenes anyway, but he was great about having us watch the animatic or a piece of something the editors had cut so that we could get a grasp of what we were doing at any given point in the story.”

The comedian also points out that he is equally experienced at working opposite inanimate objects and animals. “Ever since working with a kangaroo, nothing seems too difficult,” he says. “Working with

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a tennis ball or a cardboard head on a pole doesn’t seem so bad. I am the consummate professional,” he jokes.

LaBeouf also points out that his job was not simply memorizing dialogue, but memorizing movement and motivation as well. “I needed to break it down line by line,” explains. “I would say line 1, 2, 3 standing here, looking up. Then the robot is going to flip me over and jump here and I need to say line 4 and 5, and then he’s moving here and he’s going to have this emotion, so I will say line 6, 7, 8 in reaction and then move away from the robot so that he’s behind me. It’s a choreographed dance. It’s difficult to maintain that continuity of character from scene to scene.

“My biggest concern was that the robots would be playing straight men to the actors,” he continues. “The acting was so extreme that ILM needed to match that intensity. They needed to think like an actor rather than just a technician or artist, or worse, a button pusher, and they did. I think the people at ILM did an incredible job.”

Michael Bay had his own taste of what it was like to direct actors and crew who weren’t really there when he came down with a horrendous bout of flu during production. Determined not to leave the set and lose a day in the shooting schedule, Bay assigned Dave Deever, his video assist, to hook up a remote video/sound system that allowed him to rest in his trailer parked outside the stage while watching scenes and talking the cast and crew through every move. The experience gave him a brand new perspective.

Production Design: The Robots, The Vehicles, The Sets

Bay hired production designer Jeff Mann whom he worked with on commercials. “Jeff’s a motor head,” says Bay, “he’s just a big car buff and had the sensitivity and understanding of the material.”

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Although Mann just missed the generation of kids who played with Hasbro’s Transformers™, through study and determination, he has become one of the most knowledgeable artisans working on the film. Between DeSanto, Mann and writers Kurtzman and Orci, they were the “go to” guys for everything Transformers™ during production.

“We had an extensive crash course in Transformers™,” says Mann, “and access to a lot of archival stuff. My department had the best teachers at Hasbro so we understood very quickly that people were devoted to these characters and the toy line right from the start.

“Even though I have a number of movies and commercials under my belt and had done pretty big scale productions, I didn’t have extensive experience in character design so that was intriguing and a definite challenge,” Mann acknowledges.

The process was a lengthy one that came with its own idiosyncratic set of responsibilities. It took his team six months to develop the final concepts for the characters.

“Initially I focused on what each character needs to get done during the course of the story,” Mann says, “then I focused on the idea of what they are before they transform and finally, how do they transform? I wanted the designs to be rich and textured so that audiences would feel like somebody cared enough to create a backstory to enhance the viewing experience. Of course Michael’s mandate was that the robots be cool while respecting the designs that came before.”

Wild though it may seem, Mann unearthed some rather lofty theories about the transforming robots during his research; one such notion even suggested that the transformations had a basis in molecular nano engineering.

“The logic is something along the lines of every cell of the robot is a machine in itself and the robots essentially regenerate

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themselves,” he says, “which doesn’t make sense given that the robots are born, live in a society of other robots and can be destroyed. But I guess you just have to suspend disbelief when you’re trying to figure out the genesis of a robotic race of beings,” he says, shrugging his shoulders.

Despite such fanciful theories, Mann says the filmmakers did attempt to adhere to some rules when it came to the transformation process. “Our robots have the capacity to find a vehicle, scan it and replicate that vehicle,” he explains. “And each robot can only replicate into something equal to its own mass. For example, Jazz becomes a Pontiac® Solstice® whereas Optimus® becomes a big truck. It was important to Michael that the robots transform into similar sized objects. We even had evolutionary charts for each character.

“In the cartoon, the robot shapes are essentially a series of linked boxes, softened on the corners and stacked one on top of another when they transform,” Mann says. “But the cartoon robots could also become anything in any given situation, which was a bit too easy and would have felt like we were cheating if we did that. In our version the robots have limitations and cannot change form willy-nilly. Our Transformers™ are not endlessly malleable, they’re not gas; they do not have magic powers. They are simply technology beyond our understanding.”

“We assembled a team of about 25 artists to do conceptualized storyboards, to illustrate the updated look of the robot/cars. Each one had an expertise -- one guy was designing eyes, one guy did overall facial structure, another did the feet. It took months and months. Hasbro helped us, but they also let me do my thing.

“With Optimus® we had to make the ears bigger to get more of a samurai look,” he explains, “but we would vet most of these changes through Transformers™ geeks to make sure we weren’t way off track

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because they know the lore and they know why certain robots look a certain way or have the ability to do certain things.”

Only two actual robots were fabricated for the film, Autobots Frenzy® and Bumblebee™. In order to create an animated Frenzy®, the art department did facial studies paying close attention to details like the eye sockets and mouth movements in different expressions. Their 3-D designs were furthered by prosthetics and puppet specialists at KNB who refined and built the 4-foot tall Frenzy® metal puppet.

Bumblebee™ was built by Academy Award-winning special effects legend John Frazier and his team at Fxperts. Created by Frazier’s skilled artisans Bumblebee™ stands close to 17 feet high with a footprint of eight feet, 10½ inches. Weighing in at solid 8,150 pounds, he is almost 13 feet wide and more than eight-and-a-half feet deep. When production began, it took several men most of the day to assemble the robot which was transported from location to location via flatbed truck. Since production wrapped, Frazier’s team has modified their design to accommodate Bumblebee’s™ schedule of public appearances around the world. He can now be assembled in only two to three hours.

Timing was also improved on screen. In the cartoon transformations lasted mere seconds, but the filmmakers knew that they had to do better than that for the film version and took great care in designing the intricate workings of each metamorphosis.

“I wanted the audience to see the elaborate alien clockworks of those changes,” says Mann, “the whirring and whizzing and telescoping of each piece so that even the simplest motion like turning a wrist had 17 fascinating mechanisms moving. And when the vehicles change back, a tire isn’t really a tire, it’s a shoulder. The minute you scratch the surface of the vehicle, you see it’s really an alien robot.”

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“The visual effects were so complex it took a staggering 38 hours for ILM to render just one frame of movement,” reports Bay, “that’s unheard of in this industry.”

Because of time constraints, Mann’s department was forced to stick to line drawings rather than 3-D illustrations, with the exception of Scorponok® which the art department fully animated, from the Sikorsky® Pave Low® helicopter down to the metallic scorpion’s turbine bladed tentacles, before handing off to ILM’s creative team.

Both Bay and Mann are now some of the most learned Transformers™ scholars around. “I’ve probably thought about robots, how to make them, how to operate them, how to destroy the indestructible, more than anyone on earth in the last two years,” Bay laughs. “That should make me the head geek in Transformers™ study.”

Mann’s design process also labored under the added impetus of Hasbro’s manufacturing calendar since the company’s schedule demanded they begin fabricating new toys a year prior to the film’s release.

In talking about the design of the robots, the discussion invariably turns to the vehicles. When deciding what cars and trucks to use, the filmmakers opened the floor to any and all car companies, from Ferrari to Ford to Jaguar, the discussions were all over the map until Bay was invited to visit GM’s secret design warehouse.

“I went to their skunk works where they make their concept cars,” the director says. “It’s all very stealthy. They make clay models of designs for use way in the future. There was one design they wouldn’t let me see. I think it was for Rick Wagner, the president of GM. I was hoping to distract the people showing me around so that I could sneak a peek, but I just couldn’t do it,” he says with a mischievous glint.

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During his visit Bay did see the initial stages of what has become the 2009 Camaro® used as the shiny new Bumblebee™. “It had a retro look,” says Bay, “like a muscle car. I knew it was Bumblebee™. After seeing that car I knew for sure my instincts were right; using the Volkswagen Bug wasn’t in the cards. I know it upsets some of the fans, but I think when they see this car, they’ll understand the reasoning.”

GM not only lent the production assets worth over a million dollars, they also helped with the physical labor of retrofitting many of their vehicles in order to make them look a bit different than what consumers see on the road. And keep in mind that in the magic world of movie making, each vehicle must have a stunt double and a photo double.

“When you shoot big action sequences, you need three of each car,” Bay says as a reminder. “If one crashes, or breaks down mechanically, you’ve got to be ready to keep filming.”

When it came to Optimus Prime®, Mann had an entire team drawing potential robot/trucks trying to zero in on just the right look. When Mann showed Bay a photo of the enormous tractor trailer, he was immediately taken by the lines and the size of the truck even though he knew he would face intense criticism yet again for his choice. The pick of a more aggressive truck was also done as a tip of the hat to Spielberg’s 1971 film, “Duel.”

Of course there were many discussions about Bumblebee™ before the filmmakers settled on their selection. “The quintessential Camaro® is a ’69,” says Mann. “It’s the most popular vintage, but we wanted to find the cheesiest version for Sam’s first car. The 70s was a very dark time for cars, so we thought that hillbilly hotrod era would be perfect because Sam didn’t have any money and could never afford a ’69, which is ten grand if it’s a dime.”

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Mann also feels the scrappy 1976-77 Camaro® was a “friendly” choice that embodied a sense of “approachability” more than any of the other cars the filmmakers initially discussed, which was an important factor in the relationship between the car and Sam and Mikaela.

“Even though shape-shifting was a no-no for the other Transformers™, there were a number of reasons that Bumblebee™ was allowed to become a newer version of himself. It was like a get-out-of-jail-free card,” Mann explains, “and it was a way to showcase the new Camaro®.”

As the principal driver of this $500,000 prototype, Shia LaBeouf was more than a bit nervous. “You’re always thinking, ‘Don’t crash into a wall, there are only four of these things in existence,’ so there was no burning out the tires,” he jokes. “GM always had guys around to watch me. It was more like, ‘Wipe your feet off before you get in,’ or ‘Keep your hands on the steering wheel, don’t touch anything,’” he laughs.

Autobot Jazz® was always a sports car, originally established as a Martini Porsche 935 Turbo in the cartoon, but again, with the thought of updating the overall look of the film’s characters, the filmmakers decided to go with the Pontiac® Solstice® GXP roadster with reel-wheel drive.

“At first blush we didn’t want to have two of any make of car,” he continues, “but the Solstice® was something new and hot they were promoting and it just fit the bill. It has an interesting shape and one had been specifically modified for a SEMA show [a private showcase of specialty products for automotive manufacturers] in Las Vegas -- it had some bitchin’ ground effects, a hard top and big wheels, so it was hard to resist.”

“Ratchet® was a kind of Hummer® H2®-based ambulance,” describes Mann, “which didn’t really exist so we designed and built

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that from scratch. We looked at some military Hummer® ambulances and some Red Cross vehicles from the 80s that had an H1® foundation which eventually evolved into a search and rescue vehicle with a crazy color, kind of chartreuse green.”

Ironhide® is a 4500 series GMC Topkick® fit with 46” Nitto Super Swamper tires which only arrived the morning before the character was to be used in a scene. The transportation and art departments also modified the bumpers and embossed the tailgate with the Autobot® logo.

“Even though we highlight a lot of expensive, cutting edge hardware throughout the movie, you’ll see right away that both the Autobots® and the Decepticons® are real characters with definite personalities,” says Bryce. “There’s as much room for them to appear heroic as there is for the actors.”

Starscream®, one of the most popular of the Decepticons®, transforms into the innovative F-22® Raptor® jet made by Lockheed Martin®. The plane is so new it is still being tweaked and is currently in the process of final flight testing at Edwards Air Force Base. When the production company shot with the prototype, security was at its absolute highest – not only were background checks required, everyone signed in and out of the area where the aircraft was parked, no one with cell phones as permitted within several hundred yards, and all recording equipment was pre-approved.

The image of Bonecrusher®, a Buffalo® MPCV™, was something the art department pulled off the web. “It’s actually a funny story,” recounts Mann. “We found this image of a mine-sweeping vehicle that had a huge arm with what appeared to be a fork on the end. So we called the people who owned it, hoping there was a chance we could rent it or buy it, but when we got the data, it turned out the fork was only 14 inches wide -- they had totally cheated the whole thing in Photoshop,” he laughs. “In their picture, it looks like

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the thing could lift a bus. We had to make an appliance to fit over the existing arm, that wouldn’t bounce around too much because it was about 10 feet wide, but those are the logistical challenges you face.”

Picture car coordinator, Steve Mann (no relation to the production designer), worked closely with Jeff Mann to find all the vehicles used in the film, even the background cars and trucks, many of which were flood damaged insurance write-offs from Hurricane Katrina.

Steve found a tank (based on the M1 Abrams) to use for Devastator® that had already been retrofitted for another movie. “It was a marriage of convenience,” says Jeff Mann. “We modified it again and came up with a cool paint job, non-radar detectable, based on some camouflage that was being used on a futuristic battleship we researched.

The designer says that the filmmakers settled on the Sikorsky® MH-53 Pave Low® helicopter for Blackout® because it was a sexier look. “Cobras are too slight even though they carry a lot of fire power,” he says, “and the Huey is too old to be menacing, but the Pave Low® looks butch. And with our theory about mass, the size made it the logical choice.”

Barricade® changes into a sleek Saleen® S281™ Mustang® disguised as souped-up police cruiser with front headlights that convert into multi-bladed weapons with the flip of a switch.

All of the vehicles were selected with the audience in mind. “I started to realize that we had to make ‘TRANSFORMERS’ for someone who’s never seen it,” says Bay. “Some of the old designs just looked ridiculous in conjunction with more modern backgrounds.”

The sets that Mann designed and created with set decorator Larry Dias took on a life of their own once the production finalized the deal to shoot in and around Hoover Dam. The imaginary interiors

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they fashioned needed to harmonize with the real-life location built in the early 1930s.

In the story, the dam is built around a strange square-shaped object that seems to emit a signal through energy waves. In order to hide the peculiar device from possible enemies as well as from simple curiosity seekers, the government decides to hide it within a hydropower plant.

For Mann it was an opportunity to further the Art-Deco masterpiece of Gordon B. Kaufmann and Allen True, along with the help of sculptor Oskar J.W. Hansen, who took the design aesthetic of the dam to another level altogether. Initially planned and designed by engineers working for the Department of Reclamation, the plant was about function, not form, until it moved into the hands of artists.

From the look of the American Indian patterns on the terrazzo floors to the smooth concrete walls and stately bronzed statues adorning the exterior, Mann and Dias followed the natural flow of the building into Megatron’s® basement prison, through the library with it’s detailed books shelves and display cases, into the alien laboratory where Bumblebee™ is eventually laid bare on an operating table.

Anthony Anderson believes the detail and lavishness of the sets helped the actors to find the reality in each scene. Like everyone who walked into the Hughes Hangar, he was particularly enthralled with the continuation of what was shot at Hoover Dam.

“They brought an empty soundstage to life,” Anderson says. “It really gives us something to work with as actors as opposed to pretending we’re at the Pentagon or pretending we’re in the catacombs of the library under the Dam.”

With stage space at a premium in Los Angeles, many filmmakers are opting to use now-defunct manufacturing plants and warehouses wherever they can find them. Just such a place is Hughes Aircraft in Playa Vista, close to the Los Angeles Airport and the 405 Freeway.

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The site where the infamous Spruce Goose was first built, Hughes is now home to many motion pictures and television production companies. Its two main buildings are approximately 100 feet wide and 800 feet long, which allowed “TRANSFORMERS” to keep all its sets in one place rather than having to erect them at different studios spread across town.

“It does limit you a bit design wise,” says Mann, “especially when you’re designing for wide screen format. Those buildings are not your friends. It feels like you’re working in a cigar tube. When we built Megatron’s® set, I felt like the building was a curse because we couldn’t afford to cover up the structure itself. It was clapboard, diagonally sheathed with one-by-twelve’s; it looked like a barn inside those hangars. But we just had to embrace the shape and everything the buildings offered in terms of background. It helped that Michael thought he could light it so that the background would be a non-issue, especially with the elaborate special effects he had planned. And we gave the cameras as much scenery in the form of Megatron®.”

Despite months of anxiety, Jeff Mann had nothing to fear. When the cast and shooting crew first arrived at the Playa stages, no one was paying any attention to the walls or cared that the buildings are considered historical landmarks.

LocationsLocation manager Ilt Jones likes to joke. “When Ian hired me,

he never prepared me for the seventh ring of hell, but in fairness, we went way beyond that, so even though I’ve worked on some tough shows, this one set the Olympic gold standard,” he laughs. “I think dealing with the military and all the government-run facilities was the most complicated because of the climate we now live in post 9/11. It’s had a profound effect on my job.”

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Jones and his staff worked closely with the Department of Homeland Security throughout the production, not only when it came to working at government sites, but also in terms of working in high-traffic tourist areas, handling fly zones for helicopters and camera ships, bringing weapons to public places for many of the big action sequences and on many other issues formerly the purview of local authorities. His staff also worked closely with the Department of Defense to move the entire shooting company onto different military bases throughout production – not a simple feat.

Filming commenced on April 19, 2006 with a pre-production shoot followed by full production start up on April 22 at Holloman Air Force Base, home of the 49th Fighter Wing, in Alamogordo, New Mexico. The film company spent the majority of their time on the White Sands Missile Range, test site of the first atomic bomb, which abuts Holloman and is the property of the US Army. For years the Missile Range has been used jointly by the Army and Air Force to train troops for combat.

Jones, along with assistant location manager Burmeister, who oversaw the Holloman shoot, and DreamWorks Safety and Environmental Consultant Jim Economos hired UXB International, one of the largest and most respected explosive ordnance disposal companies around, to search for live, unexploded mines and lost missiles. “They swept about 28 acres for us,” Jones states, “at a depth of about four feet so that we could build our Bedouin village (and ironically blow it up) without fear of someone stepping in the wrong area.”

Jones also made special arrangements for the film company to bring in their own special effects explosives. “We had to make sure that our humble bombs were tested before we brought them on base,” he laughs. “And when we did blow something up, their FOD [Foreign Object Debris] personnel were on hand to make sure it was

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assiduously cleared and nothing left behind. They checked out everything, from the radio frequencies on our walk-talkies to crew members who weren’t US citizens. We just had to make sure that filming didn’t interfere with their day-to-day operations.”

It is important to note that the production company paid for all services rendered, all fuel costs as well as salaries for military personnel who worked on the film. The men and women who volunteered to be extras worked on their off-duty hours and any shots of working military hardware were filmed during routine military activities and test missions. There was no cost to the US taxpayer in the making of this movie.

“We dovetailed filming of certain sequences with planned military operations,” Jones says. “It was a natural symbiosis. The Air Force constantly practice and practice with various aircraft and we’d make sure to catch them at the right time. We needed shots of C-130s, for example, so we went to Kirtland to shoot the transport planes as soldiers were boarding so in the movie it will look as if troops are being deployed.”

The company also traveled to Albuquerque to shoot in an old train yard and an adjacent industrial area that hasn’t been renovated since the early turn of the century.

The size of the sets, not to mention the real-life locations, enthralled the cast and crew, many of whom had never been to Hoover Dam before the company shot there. For LaBeouf, Fox, Duhamel, Turturro and Taylor, filming was their first visit to this architectural wonder.

Built between 1931 and 1935, Hoover Dam was originally called Boulder Dam when it was dedicated by President Franklin Roosevelt on September 30, 1935. Located on the border of Arizona and Nevada, about 30 miles southeast of Las Vegas. It is one of the most popular tourist destinations in the United States and has not been

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made available to any film or television crews since September 11, 2001. When the “TRANSFORMERS” company moved in, it was the beginning of peak summer tourist season.

Named after President Herbert Hoover, who was instrumental in its construction, the site takes on a more ominous role than that of power plant in the film. For writers Kurtzman and Orci, the dam was the perfect structure to imprison an alien creature from another planet -- an imposing concrete barrier, Hoover Dam not only houses the cryogenically frozen Megatron® the government calls “The Iceman,” it also serves as the secret headquarters for a covert military unit, Sector 7, and their clandestine operations.

Unbeknownst to most people, there are nine different “Seven Wonders of the World” lists. Hoover Dam is one of the “Seven Forgotten Modern Wonders of the World.”

Although Jon Voight had visited the Dam before, both he and Turturro used the drama of the location to fuel their performances. “It’s like playing with my kids,” explains Turturro. “Everything around you helps create that reality.”

The film’s dramatic final sequence was shot in sections on the Universal back lot and then, over a period of six weekends, on the downtown streets of Los Angeles. As if by magic, the art, transportation and special effects departments would dress several blocks to look as if they’d been through Armageddon. Week after week, they would cart in seemingly endless loads of debris, build craters in public streets, fashion smoking, burned-out piles of rubble, overturn vehicles and create ruin as far as the eye could see, while a fascinated public stood gawking at cordoned intersections.

“TRANSFORMERS” was the first film permitted to shoot at the newly remodeled Griffith Park Observatory. The planetarium, which closed in early January 2002 for a major renovation that was supposed to have taken three years, was scheduled to reopen to the public less

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than a month after the film shot on the grounds. Because they were behind schedule, officials were worried the film company would slow the process even further, but luckily the construction crews left just as the production moved in. Jones and the company owe a debt of gratitude to city councilman Tom LaBonge and certainly to Dr. E.C. Krupp, director of the observatory, for even entertaining the idea of filming at the landmark.

Other locations used on the 83-day shoot include the intersection of the 110 and 105 freeways, the Adams district, one of the oldest neighborhoods in Los Angeles where the Witwickys lived; a defunct power plant in Redondo Beach sets the scene for Sam and Mikaela’s first major foray with the Decepticons®; City Hall stands in for various areas at the Department of Defense; Bobby Bolivia’s used car dealership was located in Pasadena; Maggie finds Glen at his grandmother’s house in the San Fernando Valley, and Long Beach sets the stage for a robot/car chase sequence. A reduced crew also traveled to locations in Detroit, Washington, D.C. and Alaska to complete important scenes.

“Long Beach was my Waterloo,” says Jones. “That was the trickiest location I’ve ever had to put together. We shot literally at the crossroads of the Port of Long Beach, the Port of Los Angeles, and the City of Long Beach, not to mention that we also dealt with the Union Pacific Railroad, the Burlington Northern, Pacific Harbor Lines and Cal-Trans. I think there were 17 different agencies that all had a say. We shot there for three nights, which will be but a micro-second in the film. But at least it was an important scene where the Autobots® rip off the top of an SUV to rescue Sam and Mikaela, so at least we knew it wouldn’t end up on the cutting room floor,” he laughs.

Bringing the Transformers™ to Life

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A single Transformer™ is made up of thousands of separate pieces that combine to make a living machine. That is a fair assessment of how Michael Bay put together the film "TRANSFORMERS." The famously meticulous director laid out his grand vision, assembled its many thousand pieces and kept his eye on each and every one of them as he moved through the development process during which the pieces were manipulated by hundreds of technical experts under Bay's masterful command.

Then, once he had his mass-production factory set up just the way he liked it, he proceeded to guide his troops toward creating the ultimate action fun ride — a giddy, transcendental process of blowing things up on an epic scale.

When word got out in the CG community that Bay was going to make a live-action epic out of the concept of the early ’80s action figures, legions of long-time fans turned FX workers migrated to ILM to be a part of the process. Some, like Scott Benza, the film’s animation supervisor (“I’m responsible for a team of animators injecting life into the digital characters in the film”) were Transformers™ fans as preteens when the toy line first hit the shelves. Getting to play with these toys for a living became the realization of his particular kind of “American Dream.”

“As a kid I definitely thought there really wasn’t anything cooler than a vehicle that could transform into a robot,” he says. “So, when I heard that Michael Bay was going to be making a movie adaptation of the original property, I definitely wanted to be involved, as did a large group of the animators here at ILM. Many of the animators came to ILM specifically with the goal of working on this feature. So I was happy to see that a lot of them also got to live out their childhood dream to be a part of this project."

And what do these “dream-weavers” actually get to do? There were several different divisions to Bay’s army, with the animators

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coming into play around the middle of the process. First there were phalanxes of conceptual artists who thought up the mechanisms – how these man-made “characters" would look and move. Then there were virtual mechanics who fabricated the machine parts and figured out how those parts would fit together. And then came the animators, the computer-generation "Gepettos" who actually breathed life into them.

“If you want to relate it to real-world terms,” Benza adds, “it’s like there’s a group of people who build the puppets, and then we are the puppeteers, only in this case it’s more of a virtual sense in which all of it happens in the computer. There’s nothing tangible to touch. Everyone works through a computer screen; a group of people build it, then we make it move and make the digital characters act.”

From a performance standpoint, how does one deal with the mechanical film stars’ facial expressions and make them move believably through the film’s intense action sequences? Well, one way was to get into Michael Bay’s head and find out who these characters are. Bay communicated his wishes by citing characters or performers from previous movies who embodied characteristics he wanted for his Transformers™ characters, then filtered their personas through his vision of what the original cartoon and the original Transformers™ property dictated. According to Benza, “Michael J. Fox in ‘Back to the Future’ was the character Michael modeled around Bumblebee™. Liam Neeson, in several of his movie roles, was a good fit for us to start thinking about Optimus Prime®. And there were a few other examples he gave us that he thought would be a starting point in the development of the characters.”

From that beginning, the animator’s job was to consider the laws of physics — mass and weight — in determining how the characters would move. And then, after that, to throw out the laws of physics and make them move the way Michael Bay thought they should. In Bay’s vision these 50-foot-tall behemoths moved through

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space with the agility of martial arts masters — agile warriors who travel in a very fluid, elegant way. Bay was very specific that the robots had to be large warriors who weren’t constrained by their size.

The animators discovered that the closer things got to the camera, the faster they could move, and when they got further out, “we had to really kind of slow things down and keep them contained into a reasonable amount of speed to help sell their weight,” Benza said.

The kind of realism that Bay’s team of techno-geeks achieved would not have been possible as recently as three years ago, prior to the advent of the ultra-high resolution functions that are the hallmark of today’s 64-bit supercomputers. Hilmar Koch, ILM's TD Supervisor, worked on the effects and lighting of the robots after principal photography was completed. His task was to make the action look super-real by replacing the images in the computer with details that were created digitally.

“Michael is very focused on the realism of the scene,” Koch says. “A lot of effort goes into rebuilding the scene in pretty much the identical way it was when Michael did his photography on set. We have a number of people from ILM who go to set — where they take not only measurements but record everything that is important to us in the scene. And then they bring the data back to us. From this, one thing we found out about our Transformers™ was that they were just not of a high enough resolution. So we took them from what was maybe 500 pixels to 8,000 pixels -- 16 times higher -- in resolution just to build up the environments. And that was an absolute necessity in order to get the robots to look the way they do in the movie.

“We’re at a stage now where we can mimic real-life lighting well enough and the computer offers us some additional controls on top of that,” Koch continues. “Or exactly the type of realism that Michael calls ‘pings’ -- reflections of light sources in car panels or on little bits

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of chrome. We can just say, ‘you know what? I want a highlight right there’ – and it’s done.”

The level of sophistication that Bay’s technical crews have achieved -- iridescent, lacquer-coated car finishes, colossal explosion scenes with robots that do their thing in previously unrealizable settings such as sandstorms, big hulking machines that interact with humans as if both species had equally compelling personalities — has set a new benchmark in what is possible in movies. And that could prove to be the film’s major drawing card.

“People in the special effects community have taken notice,” says Farrar. “They have been very flattering, saying that this is maybe akin to a new level of advancement for the type of work we do, similar to what ‘Jurassic Park’ was in its day. A big part of what we had to think about was if these guys were real, then how would they move? What would they look like? Animation and physics automatically came into it. But Michael Bay is the type of guy who also wants to make it look good at the same time, which I fully subscribe to. So if it doesn’t look cool, and it doesn’t look great in the shot, you have to do it differently. You might start with heavy robots, but we’ve all seen heavy robots -- that’s boring. We wanted to make something that was much more elegant. That means you’re not always gonna abide by what a big heavy object would do because we wanted to have fighters that could maneuver in ways no one had ever seen before. It’s a lot like the way we think of Hong Kong-style filmmaking in which you have the actors moving on wires.”

Another fun aspect of a Michael Bay film is blowing things up, taking the little hobby-modeling pieces that were so painstakingly assembled and scattering them across the board. Bay likes to do things down and dirty, so he has his legions of painters and compositors go in and put some grime on a finish here, some dust on a chassis there. It’s called realism, and that’s the way he likes it. The

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job of the digital compositing supervisor Patrick Tubach was to oversee the actual layering of the shots. “We started with a background plate that was shot in production. And then we took computer-generated elements and added them to the shot,” says Tubach. “But you have to make them look as if they were shot together, and that’s where the compositor comes in. They make it look photographic. They take the computer-generated stuff and create the illusion that everything was shot on the same day at the same time. And that these robots, who aren’t even real, were actually there. Ultimately, the quality of the final shot falls on the compositor and the compositing supervisor.

“Trying to make things look real is what it comes down to,” he continues. “And adding that stylized look that, sometimes, the director is looking for. You don’t get that until you get in there and start actually adding some artistry on top of everything that was shot.”

Tubach mentions one of his favorite scenes to illustrate his point. It’s the sequence in which Blackout®, in the form of a Sikorsky® MH-53 Pave Low® helicopter, lays waste to an Army base in the desert. Blackout® arrives at the base and this is the first time we actually see him in contact with humans. “He’s kind of a one-man army taking out the entire base by himself,” says Tubach. “And so our instruction on this shot was just that he has this weapon, we’re not exactly sure what it is, but it’s a really devastating weapon.

“At first we thought that maybe it would be something like an electromagnetic pulse that knocks out electrical devices. But when you think about that visually, that’s not the most exciting thing to look at. So we said, ‘OK, how do we make it a little more alien and make it look really exciting?’ So we started thinking about some sort of plasma wave that Blackout® has. It’s a pretty devastating weapon. He just fires into the ground and the thing mushrooms out around

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him. Visually we thought it looked very striking because it sort of vaporizes everything in its path.

“After looking at atomic bomb footage, we noticed that a lot of dust streams away from the center of the impact and kind of keeps going. So we added a lot of that into the shots. And then everything that he hits, everything that’s in the scene ahead of time, ends up just crumbling. All that’s left are the carcasses of the vehicles. The rest is kind of blown away and has a lot of energy. And that’s one thing that, you know, Michael was excited about, that when Blackout® lands and hits the ground it’s just complete devastation from that moment on.”

Bay and his compositing team were only just beginning to wreak havoc. To achieve the mayhem that followed, they played with the timing of the footage they shot. “We ended up re-timing a lot of things to get the glass to break exactly when we wanted it to,” continues Tubach. “We re-arranged things on the ground to create a more pleasing composition. We had a shot in a tower looking out at vehicles on the tarmac and we back timed the explosion to hit exactly when we wanted them to hit. We also wanted to keep the charges that were going off in the middle because we thought they looked great. But we had to make the moment of impact with the ground meet them. So we compressed time on the whole shot until it fit and did just what we wanted it to do. A lot of the tents hidden in the back were elements we added just so we’d have more stuff to destroy. We wanted to see more things breaking apart and flying out of frame.”

According to Tubach, part of the joy of working on a Michael Bay movie is that it enables the effects crew to work on epic-sized shots. “We knew when we started this that we wanted to have this wave roll through and blow everything up. But still, that leaves a lot of room for interpretation. One thing we were excited about in that sequence is that first, something amazing happens and then something amazing happens again, and then something else even

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more amazing happens. It just keeps coming at you. You have this wave, and you’re staring at it, and then there’s another one and another one. We’re really proud of all the work that went into it. The majority of those objects were there. And we were just having them to wipe them out and blow them to bits. Everything that happens after the pulse blast goes off is just completely fabricated all the way down to the ground plane.”

Building things up to blow them to smithereens with dash and panache could be called an aesthetic for the new era. Add to this brew the artistry of some real relationships, in which Shia LaBeouf displays some real acting chops and the animated machines match him riff for riff, and you have a cinematic energy force to contend with. All of it, says Farrar, is very purposefully achieved by an accomplished crew who keep pushing the envelope. “I’ve seen in my own career the different levels of progress that have been made,” he says, “and I come from a photographic background. A lot of the artists on my crew -- some 350 people now come from CG, as well as other kinds of backgrounds. It’s taken a long time for the software and the artistic perceptions to get up to this new level where we are now. How do you make brass look like brass? How do you make a car part look like a real painted finish where it’s got the metal flake finish in it and the clear coat on top of it? We’ve got all that. That takes a high degree of artistry and technical support. We have really hit a new high-water mark with this movie.”

“For a movie of this scale, scope and complexity, we completed it under a very tight schedule,” Ian Bryce says, “which doesn’t take away from how richly textured it appears. Between the sets, the vehicles and the extraordinary ground breaking technology of the effects, it will be an exciting adventure for audiences.”

“I’m nervous for my grandmother to see this film,” LaBeouf laughs. “I hope she doesn’t have a grand mal in the middle of the

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theatre, there’s so much going on in this movie. But beyond the hardware, it’s about the story. ‘TRANSFORMERS’ really is a classic American tale.”

“Michael Bay doesn’t make small pictures,” states Spielberg. “There’s even more production value in this one than in ‘Armageddon’ and ‘Pearl Harbor’, in my humble opinion. It’s scary and dark when it has to be, and it’s surprisingly humorous in all the right places.”

As for Spielberg’s favorite Transformer™, it’s a toss up between “my father figure, Optimus Prime® and Bumblebee™,” he says, “but Bumbleebee™ wins out because you can drive him and sometimes he takes a turn and drives you.

“I’m really proud of ‘TRANSFORMERS,’ and the contributions of every person who worked on this film,” Spielberg says. “I hope “TRANSFORMERS” is the first in an enduring franchise.”

TRANSFORMERS™ TIMELINE

When Hasbro, Inc. introduced the TRANSFORMERS™ to the U.S. in 1984, it revolutionized a category it had itself invented some 20 years earlier -- action figures.

TRANSFORMERS – originally dubbed “The Transformers” -- heralded an entirely new way to interact with action figures, giving kids the power to literally change the toys from one form into another (initially, from robots to vehicles). As the iconic theme song went, there was “more than meets the eye.”

But that was only the beginning.  With intriguing personalities, captivating story lines and great battle action, Hasbro firmly entrenched the TRANSFORMERS brand into the pantheons of modern pop culture. Over the past two decades, the TRANSFORMERS brand has emerged as one of the most successful properties in action figure history, spawning numerous television series, comic books, and even a

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feature length animated film.  Today, the TRANSFORMERS brand has a devoted following of

fans of all ages, with OPTIMUS PRIME® and MEGATRON® captivating a whole new generation of fans.  The franchise is about to be taken to a new level with the July 4th premiere of the first-ever live-action feature film TRANSFORMERS from DreamWorks Pictures and Paramount Pictures, directed by Michael Bay and executive produced by Steven Spielberg.

A timeline of key TRANSFORMERS brand milestones follows:

Pre-1984Hasbro secures the rights to many changing/converting robot

brands in Japan and creates the umbrella name THE TRANSFORMERS to unite them.  Takara, a Japanese toy manufacturer, saw the potential for future TRANSFORMERS growth and becomes Hasbro’s lead partner in the development of new TRANSFORMERS products.  This successful alliance has lasted for more than 20 years.

1984 –The TRANSFORMERS toy line is launched by Hasbro, with a

classic theme song that had kids all over the U.S. reciting the refrain “Robots in Disguise.”  The 21 toys in the original set include OPTIMUS PRIME, MEGATRON, BUMBLEBEE, JAZZ and STARSCREAM.  This is the beginning of what has come to be known the “Generation: 1” era.  

The TRANSFORMERS animated television series debuts with a mini-series entitled “MORE THAN MEETS THE EYE.”  New episodes began in September, airing on Saturday mornings.

Marvel Comics releases four-issue TRANSFORMERS comic series titled “The TRANSFORMERS.”

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1985Hasbro releases a second series of TRANSFORMERS toys,

highlighted by the introduction of DINOBOTS and CONSTRUCTICONS (the first group of figures that can combine to form a larger robot).

Two TRANSFORMERS figures are introduced with battery-operated functions: SHOCKWAVE has a flashing light and sound effects, and OMEGA SUPREME walks and has a tank with a turret that spins and lights up while rolling around a track.

1986The animated feature film entitled "TRANSFORMERS: The

Movie " was released in theaters, featuring many of the characters that the new toys were modeled after. It featured the voice talents of Leonard Nimoy, Eric Idle, Judd Nelson, Robert Stack, and Orson Welles and a rock soundtrack.

Hasbro introduces cities for both the AUTOBOTS and DECEPTICONS: METROPLEX for the AUTOBOTS and TRYPTICON for the DECEPTICONS.

1987The HEADMASTERS and TARGETMASTERS figures are

introduced into the TRANSFORMERS toy line.Hasbro introduced FORTRESS MAXIMUS, the largest

TRANSFORMERS figure at the time, measuring a whopping two-feet-tall.

1988Hasbro released the PRETENDERS, robots that disguise

themselves inside an included shell, and MICROMASTERS, very, very

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small vehicles that change into robots.OPTIMUS PRIME is revived with a new TRANSFORMERS figure

from Hasbro, featuring "POWERMASTER” technology wherein a smaller robot is used to unlock a special feature on the larger, more deluxe figure.

1989Hasbro introduces four of the TRANSFORMERS fans’ favorite

characters back into the toy line: BUMBLEBEE, JAZZ, GRIMLOCK and STARSCREAM.

1990TRANSFORMERS ACTION MASTERS are released by Hasbro.

These feature action figure versions of both classic and interesting new characters that don't change modes, but have vehicles and partners that do change modes.

1992Late in the year Hasbro introduces “TRANSFORMERS:

Generation 2.”  All of these toys are re-colored versions of figures from the early years of TRANSFORMERS: JAZZ, SIDESWIPE, INFERNO, STARSCREAM, RAMJET, OPTIMUS PRIME, the DINOBOTS, and CONSTRUCTICONS.

There is a Generation 2 Television animated series, which featured all-new CGI graphics.

1993Hasbro introduces a new TRANSFORMERS feature into the

lineup.  Color-change cars have weapons that shoot water and parts that change color when hit by water, creating "battle damage."

MEGATRON is revived by Hasbro and introduced as a tank with

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projectile weaponry and electronic sound effects.As a prelude to the new TRANSFORMERS comic, MEGATRON

first appears in the G.I. JOE comic series.

1994The first BotCon, a TRANSFORMERS fan convention, is held in

July in Fort Wayne, Indiana.  The annual event has been held every year since, and continues to attract TRANSFORMERS fans from around the globe!

The AERIALBOTS and COMBATICONS TRANSFORMERS are revived by Hasbro with some new friends, the LASER RODS with light-up engines and weapons, and the ROTOR FORCE with rotor-weapons that can travel across a room.

Hasbro introduces one of its most popular TRANSFORMERS to date – DREADWING, a Stealth bomber with three modes.

1995The animated series titled TRANSFORMERS: BEAST WARS

debuts and is an instant hit.  

1996Hasbro releases the TRANSFORMERS BEAST WARS toy line,

featuring characters from the animated series.  AUTOBOTS and DECEPTICONS are replaced by MAXIMALS and PREDACONS, robots that turn into animals and insects.  This line also introduced the first female TRANSFORMERS figure, BLACKARACHNIA.

1998Hasbro’s TRANSFORMERS BEAST WARS line expands with the

introduction of TRANSMETALS, figures depicting mechanical animals with chrome-painted features.  Some of these figures feature three or

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four conversion modes. 1999

The TRANSFORMERS BEAST WARS animated series evolves, introducing new characters and taking on the name TRANSFORMERS BEAST MACHINES.

2000TRANSFORMERS BEAST MACHINES figures are released by

Hasbro, including new DINOBOTS and BEAST WARS figures with alternate colorations.  2001

Hasbro re-introduces TRANSFORMERS as ROBOTS IN DISGUISE, returning to the classic concept of robots that change into cars, trucks, and other vehicles.   The "TRANSFORMERS: ROBOTS IN DISGUISE" series debuts.  

2002The "TRANSFORMERS ARMADA" animated series debuts. 

Hasbro also launches the ARMADA toy line, featuring MINICONS, which connect to larger figures to enable new features.  MINICONS were a big hit with a new generation of young fans.

Hasbro re-issues TRANSFORMERS GENERATION: 1 toys exclusively at Toys R Us.

2003Hasbro introduces the first-ever TRANSFORMERS UNICRON

toy based on one of the most evil TRANSFORMERS characters ever!  UNICRON is also voted one of the top 12 toys of the year by Toy Wishes.

TRANSFORMERS ALTERNATORS toy line is introduced,

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featuring authentic-looking licensed vehicles that change into familiar characters.

2004TRANSFORMERS CELEBRATE ITS 20TH ANNIVERSARY. 

From Hasbro's action figures to the animated series, comic books, and video games, a new generation of kids have discovered the thrills of the TRANSFORMERS saga.

The TRANSFORMERS ENERGON theme is introduced, along with new TRANSFORMERS ALTERNATORS vehicles and new toys from the TRANSFORMERS UNIVERSE line, a collection of the best TRANSFORMERS toys from years past.

Hasbro introduces a 20th Anniversary special version of the heroic OPTIMUS PRIME robot as a fan-requested tribute to the original 1984 toy. 2005

The TRANSFORMERS CYBERTRON line is introduced by Hasbro, featuring CYBER KEYS that unlock weapons and new features within each figure.

Hasbro announces that together with DreamWorks and Paramount Pictures, they will bring the TRANSFORMERS saga to the big screen.

New comic book licensee, IDW Publishing, re-launches a new line of TRANSFORMERS comics.  

2006Production begins on the live action feature film and the

anticipation in the fan community builds exponentially.The TRANSFORMERS CLASSICS toy line is released by Hasbro,

featuring a selection of favorite characters from Generation: 1 with

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new designs and re-colorations.  Characters in the line include MEGATRON, OPTIMUS PRIME, ASTROTRAIN and BUMBLEBEE.

The animated TRANSFORMERS movie (1986) is re-released on a commemorative DVD from Sony BMG.

2007Hasbro unveils its new TRANSFORMERS toy line, based on the

live-action movie from DreamWorks and Paramount Pictures, with the release of all-new action figures, games and role-play toys.  

TRANSFORMERS toys and merchandise are set to go on sale June 2.

For the first time ever, BotCon will be held in Providence, Rhode Island, near Hasbro’s hometown, on June 28 through July 1.

July 4, 2007The TRANSFORMERS movie is released in theaters!!!

Character Bios of the Autobots® and Decepticons®

AUTOBOTS®: The “good guys” in the TRANSFORMERS race.

AUTOBOTS® hold to the ideals of defending life and aspire to a peaceful existence.

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OPTIMUS PRIME®

18-WHEELER TRACTOR

OPTIMUS PRIME®is the leader of the AUTOBOTS®. Voiced by Peter Cullen in both the original animated series and DreamWorks Pictures’ and Paramount Pictures’ “TRANSFORMERS. Many years ago, the Matrix of Leadership — a physical piece that Optimus wears inside his chest cavity, the Matrix of Leadership is the “crown” carried by each Prime — “chose” him to be the next Prime, or leader. He humbly accepted, which changed the course of his life from simple working class ‘bot on Cybertron to leader of the strongest benevolent force in the Universe, the Autobots®. When leading his team into battle, Optimus Prime’s signature phrase is “Transform and Rollout!”

BUMBLEBEE™ CLASSIC CAMARO®

BUMBLEBEE™ was one of the Autobots® on the Ark when it crashed into Earth and was involved in many battles, and also served as a useful Autobot® spy. In “TRANSFORMERS,” he is Sam

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Witwicky’s first car, a Classic Camaro. Bumblebee’s function is espionage and reconnaissance missions. He is the “little brother” in the Autobot family, acting as the scout who makes his way boldly into dangerous missions.

AUTOBOT JAZZ®

PONTIAC® SOLSTICE®

AUTOBOT JAZZ® remains one of the best-loved characters from the original series. He lives by the “rock ‘n roll” lifestyle credo of “if you can’t do something with style, it’s not worth doing at all.” He is very cool, stylish, and competent. He is daring and clever. He has near-perfect recordable memory that makes him invaluable as a documenter of battles, equipped with a fusion engine that allows him to reach sub-light speeds in vehicle mode.

Autobot Jazz was among the Autobots who followed Optimus Prime® on his mission to seek out new worlds aboard the Ark. They were attacked by Megatron's® ship, the Nemesis and crash landed on Earth, where all on board were preserved in emergency stasis. In 1984, a volcanic eruption awakened the Ark's computer, Teletran-1, and it repaired everyone on board. It reformatted Autobot Jazz in the form of an automobile.

Self-possessed, calm, and utterly collected, Autobot Jazz is head of Special Operations, with his own dedicated roster of agents. He

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often gives the most dangerous assignments to himself. It's not a matter of ego — he just really has the coolest head for the toughest missions. Autobot Jazz's ease extends to whatever environment he finds himself in, no matter how weird or wonderful. He effortlessly tunes in to the local culture, assimilating and improvising, and making creative command decisions, making him an indispensable right-hand Autobot to Optimus Prime.

AUTOBOT RATCHET® HUMMER® H2®

AUTOBOT RATCHET® serves as the medic to his Autobot brethren. In “TRANSFORMERS,” however, he takes the form of a Hummer® H2®, modified into an ambulance. He is a healer, but a soldier nonetheless. His courage and loyalty are demonstrated time and again.

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IRONHIDE® GMC TOPKICK® 6500 pickup truck

IRONHIDE® is a tough hombre, a cowboy who is all action and has been around the universe a few times. One of Optimus Prime®’s oldest friends, he is probably the most battle-scarred of his brethren. He is usually in charge of safekeeping anything or anyone of importance, and acts as Optimus Prime's personal bodyguard. His favorite saying: "High tech circuitry is no replacement for guts."

Gruff, but kind, he shoots a variety of liquids from super-cooled nitrogen to super-heated lead. He has sonar, radar, radio-wave detector. Although he’s the slowest Autobot®, his skin is made of a trithyllium-steel alloy injected with irradiated carbon fibers, giving him immunity to most forms of attack and making him the least vulnerable Autobot.

DECEPTICONS®: The “bad guys” in the TRANSFORMERS race.

DECEPTICONS believe in total domination of the universe and the acquisition of power…and they will exploit anyone and anything that stands in their way. The Decepticons exhibit typical gang behavior, and each member’s loyalty is to himself first.

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MEGATRON® ALIEN JET

MEGATRON® is the ruthless leader of the DECEPTICONS® and the primary villain in the “TRANSFORMERS” saga. His vehicle – a Jet, Tank or Blaster. Megatron is one of the TRANSFORMERS robots, giving him the ability to modify his body's structure into other objects, the original and most common "alternate mode" being a gun.

He was the sworn opponent of Optimus Prime®, leader of the Autobots, when the civil war erupted again.

Eventually, the war drained Cybertron of most of its energy, necessitating that both factions seek out new worlds and new sources of power. Megatron and his elite forces pursued the Autobots' craft (the Ark) in their star cruiser and attacked and boarded the craft, causing it to crash on prehistoric Earth, entombing all on the ship in emergency stasis as it crashed into a dormant volcano.

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STARSCREAM® LOCKHEED MARTIN® F-22® RAPTOR® JET

STARSCREAM®'s intelligence and skill assured him the position of the Decepticons®’ second-in-command. Sly and ruthless but highly capable. Starscream makes no secret of the fact that he wants to replace Megatron as leader of the Decepticons.

The Decepticons left Cybertron following the Autobots®, and crashed into Earth. While departing the Ark and leaving the Autobots for dead, Starscream fired upon the ship, unwittingly causing the Autobots to be reactivated.

BRAWL™

TANK

BRAWL™ is an ornery Decepticon®, one of MEGATRON®’S loyal henchmen, who is always ready for battle. His machine is a tank which has a distinctive three-barrel turret. While Brawl is something of a loudmouth, he is only telling the truth about his abilities. Brawl has an extremely short temper, provoking bursts of uncontrollable fury that render him berserk in battle.

Brawl is built for one thing, and on thing alone – destruction. His programming has been gripped, for as long as he can remember, by a rage so deep and so hot that he feels little else. The only thing

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that allows him a few moments of happiness is the fury of combat. There is nothing so sweet to him as the thunderous noise of his shells bursting against the armor of a faltering Autobot.®

Brawl is heavily armed, with a Gatling gun, claws and twin missile launchers.

BARRICADE® POLICE CAR, SALEEN® S281™

Brawl’s partner, BARRICADE®, is the hunter of the group, using his very human traits to lure us into a trap. He is the scout/hunter, hiding among the humans disguised as a symbol of authority. His hands, which are attached to wheels, can also become spikes and guns come out his hood in vehicle mode.

BONECRUSHER® FORCE PROTECTION BUFFALO™ MPCV™

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(MINE PROTECTED CLEARANCE VEHICLE)

BONECRUSHER ®, another Constructicon, is one of MEGATRON®’S subservient soldiers, a brawler by nature and specializes in demolitions. He converts into a military armored vehicle and forms Brawl’s left arm.

SKORPONOK®, Mechanical Scorpion

SYMBIOTE (smaller robotdeployed by BLACKOUT)

SKORPONOK® is a vehicle who moves through his environment stealthily. Skorponok is deployed from Blackout® and can fire rockets.

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DECEPTICON FRENZY™

BOOM BOX

DECEPTICON FRENZY™ is one the smallest DECEPTICONS® and is often seen converted into an everyday gadget (e.g., boom box) for purposes of spying on humans. He has multiple alternate modes, one of which is a car CD player, and the other being the stereo seen in the new trailer.

BLACKOUT® (Formerly VORTEX)

SIKORSKY MH-53 JM PAVE LOW™ III/IV Helicopter

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BLACKOUT® changes into a MH-53 JM Pave Low™ III/IV Helicopter. Blackout is the largest Decepticon®, transporting the other group members, and he has the ability to disrupt mechanical devices via EMP.

Blackout is said to have a cage that holds Skorponok®, which is where the Soundwave connection was first made.

In “TRANSFORMERS,” Blackout and his partner Skorponok attack the Soccent Operations Base in Qatar.

About the Cast

SHIA LABEOUF (Sam Witwicky) burst upon the scene and has quickly become one of Hollywood’s most sought-after actors. His natural talent and raw energy are quickly earning him a reputation as one of the most promising young thespians.

This year, LaBeouf starred in the DreamWorks thriller “Disturbia” for director D.J. Caruso, in which he played a teen living under house arrest who becomes convinced his neighbor is a serial killer. The film costarred David Morse, Carrie-Anne Moss and Sarah Roemer. He also lent his voice to the animated movie “Surf’s Up.”

This past year the young actor was seen in “A Guide to Recognizing Your Saints,” a coming-of-age drama set in the 1980s, co-starring Robert Downey Jr. and Rosario Dawson, as well as the critically lauded docudrama “Bobby,” opposite Demi Moore and Elijah Wood, for director Emilio Estevez. The film centered around 22 people who were at the Ambassador Hotel the night U.S. Senator Robert F. Kennedy was assassinated. The film was nominated for multiple awards, including a Golden Globe for Best Motion Picture

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along with nominations for the Screen Actors Guild Award and Broadcast Film Critics Association Award for Outstanding Performance by a Cast, among many other nominations.

In 2005, LaBeouf captured the lead role as Francis Ouimet in “The Greatest Game Ever Played” for Walt Disney Pictures. Directed by Bill Paxton, the film was based on the best-selling book by Mark Frost, and told the true story of the legendary 1913 U.S. Open in which Ouimet, a 20-year-old golf amateur from Massachusetts, shocked the golf world by defeating the British champion, Harry Vardon, played by Stephen Dillane. Earlier that same year, LaBeouf also appeared in Warner Bros.’ “Constantine” opposite Keanu Reeves.

Other credits include “I, Robot,” with Will Smith, HBO’s “Project Greenlight,” “The Battle of Shaker Heights” and the hit action film “Charlie’s Angels II: Full Throttle.” In 2003, LaBeouf made his big screen debut starring opposite Sigourney Weaver and Jon Voight in the family film “Holes,” based on Louis Sachar’s popular novel.

On television, LaBeouf garnered much praise from critics everywhere for his portrayal of Louis Stevens on the Disney Channel’s original series “Even Stevens.” In 2003, he earned a Daytime Emmy Award for Outstanding Performer in a Children’s Series for his work on the highly rated family show.

A Los Angeles native, LaBeouf attended the Magnet School of Performing Arts at USC and began his career trying his hand at stand-up comedy in local neighborhood coffee houses. He still resides in California with his family.

TYRESE GIBSON (Technical Sergeant Epps, U.S. Air Force) began his singing career in 1998 after signing a record deal with RCA Records and completing his first self-titled debut album, which was nominated for a Grammy and featured the smash hit “Sweet Lady.” The young man from Watts was cited as the American Music Awards’

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Favorite New Artist. He has since branched out into a successful career as a male model, after attracting the interest of designer Tommy Hilfiger, who made him the face of his clothing line, one of the most successful campaigns in fashion industry history. The modeling career launched him into the world of television, where his visibility sky-rocketed when he appeared on “MTV Jams,” a series he went on to host and transform into the music channel’s highest-rated show to that time.

Shortly thereafter, “2000 Watts,” his sophomore album, was released. The hit “Just a Baby Boy,” with Snoop Dogg featuring Mr. Tan, appeared on the soundtrack of writer-director John Singleton’s “Baby Boy,” which featured Gibson’s debut starring role. Gibson earned his second Grammy nomination for his third album, “I Wanna Go There” (which included the hit “How U Gonna Act Like That”), the first release on his second label with Clive Davis and J-Records. The video for “How You Gonna Act Like That” is, to this day, in heavy rotation not only here in the U.S., but also in numerous countries all around the world.

Gibson then took his brand name to the next level when he signed with GUESS and became the first and only African-American male model to land a multi-million dollar contract.

After touring with such talents as Brian McKnight and co-hosting the 9th Annual Soul Train Awards, Gibson continued his acting success with starring roles in such films as “2 Fast 2 Furious,” directed by John Singleton and co-starring Paul Walker, Ludacris, Cole Hauser and Eva Mendez. He had a musical presence on that soundtrack with “Pick Up the Phone,” featuring Ludacris and R. Kelly. In 2004, Gibson starred in “Flight of the Phoenix,” along with Dennis Quaid, Hugh Laurie and Giovanni Ribisi. In 2005, he teamed up again with Singleton for Paramount’s gritty revenge drama “Four Brothers,” which co-starred Mark Wahlberg and Andre 3000. That same year he

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starred in Touchstone Pictures’ “Annapolis” with James Franco and Donnie Wahlberg.

Gibson simultaneously launched music and film projects in 2006. His company Headquarter Entertainment is a multi-media empire featuring a film & TV production company, a music studio, a recording label and a talent management firm – “A one-stop shop,” as Gibson describes it. Leading the way for Headquarter’s musical vision is the hot and much buzzed about The Frontline BoyZ, a team of music producers hand-picked by Gibson. He also starred in the Universal Focus film “Waist Deep,” a sleek urban thriller directed by Vondie Curtis-Hall and featuring Meagan Goode, Larenz Tate and The Game. Headquarter Entertainment recently oversaw the recording of the exclusive track for the film’s score by Gibson (aka Black-Ty), Snoop Dogg and Kurupt, called “Roll the Dice.” In addition, Gibson has found success as a Hollywood writer and producer, setting several studio projects under his HQ Pictures. He sold his script “To Each His Own” to Sony Pictures; he is attached to star and produce. He also sold the pitches “D.A. Verdict” to MGM, with James Mangold (“Walk the Line,” “Identity”) to direct, and “Extortion” to Universal with Neal Moritz (“2 Fast 2 Furious,” “XXX,” “S.W.A.T.”) producing.

In December 2006, Gibson released “Alter Ego,” in which he took his musical vision into a new and bold direction by unveiling his rap alias, Black-Ty. One part of the double-album is R&B, with the hottest new records produced by The Underdogs (who produced “How You Gonna Act Like That” and “Signs of Love Making”), R. Kelly and Lil’ Jon. The other part is entirely hip-hop, with Gibson performing as Black-Ty, and includes tracks featuring some of music’s hottest A-List stars like Snoop Dogg, The Game and Ice Cube, and was produced by Scott Storch and the Frontline BoyZ.

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Aside from developing projects and producing hits, Headquarter Entertainment has signed and/or manages some of the most talented artists today, such as the aforementioned the Frontline BoyZ (Jellyroll, J-2, GX, Wali Ali, and 1500). Also on the roster is Glenn Lewis, an established R&B artist with a wide fan base and impressive Sound Scan history.

JOSH DUHAMEL (Captain Lennox, U.S. Army) is a rising star on both the big and small screens. Named one of People Magazine’s 50 Most Beautiful People, he currently stars as Danny McCoy on NBC's hit one-hour drama “Las Vegas” with James Caan, Molly Sims and Vanessa Marcil.

Last year he starred in the horror thriller “Turistas,” along with Melissa George and Olivia Wilde. In 2004, Duhamel starred in the title role of DreamWorks’ comedy “Win a Date with Tad Hamilton!” for director Robert Luketic (“Legally Blonde”).

Duhamel landed his first acting job playing Dorian Gray in an adaptation of Oscar Wilde's “The Picture of Dorian Gray.” After the shoot, he moved to New York City to join the cast of the long-running ABC series “All My Children.”

Duhamel received three consecutive Daytime Emmy Award nominations for Outstanding Supporting Actor in a Drama Series for his portrayal of Leo du Pres, and took home the Emmy in 2002.

Originally from North Dakota, he currently resides in Los Angeles.

ANTHONY ANDERSON (Glen Whitmann) has appeared in more than 20 films and has earned three NAACP Image Award nominations. He is currently at work on several projects, including “Steppin’: The Movie” for director Michael Taliferro, and the Fox Television pilot “K-Ville,” directed by Deran Sarafian and starring

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Cole Hauser. He will soon begin production on “The Trunk,” with Djimon Hounsou and Thomas Kretschmann.

Last year Anderson appeared in Martin Scorsese’s Academy Award®-winning “The Departed,” along with a stellar cast including Leonardo DiCaprio, Matt Damon and Jack Nicholson. In 2005, Anderson co-starred in Paramount Pictures’ critically acclaimed “Hustle & Flow” opposite Oscar® nominee Terrence Howard.  Both films earned Screen Actors Guild Award nominations for Outstanding Performance by a Cast in a Motion Picture.

Anderson first gained attention as one of Jim Carrey’s sons in “Me, Myself and Irene,” and has subsequently appeared in such blockbuster films as “Scary Movie 3,” “Barbershop,” “Kangaroo Jack,” “Exit Wounds,” “Cradle 2 the Grave,” “Two Can Play That Game” and “Malibu’s Most Wanted.”  In 2004, Anderson starred opposite Eddie Griffin and Michael Imperioli in “My Baby’s Daddy” and with Frankie Muniz in “Agent Cody Banks 2,” and had a cameo in “Harold and Kumar Go to White Castle.” He also lent his voice to Luc Besson’s animated adventure “Arthur and the Invisibles.”

On television he has starred in recurring roles on numerous hit series. His roles include Antwon Mitchell in the acclaimed FX drama “The Shield,” co-starring Michael Chiklis and Glenn Close; Bryan on “The Bernie Mac Show”; and Fox’s current comedy series “‘Til Death,” starring Brad Garrett and Joely Fisher. He even lent his talent and humor to the WB sitcom “All About the Andersons,” which was loosely based on his own life. Last year he appeared as Detective Lucius Blaine on the popular “Law & Order: Special Victims Unit.”

Anderson grew up in Los Angeles and attended the High School for the Performing Arts, where he earned first place in the NAACP’s Act-So Awards with his performance of a monologue from “The Great White Hope.” That performance, along with his dedication and talent, earned him an arts scholarship to Howard University.

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In 1996, Anderson landed his first professional job starring in the teen series “Hang Time.” He quickly landed guest-starring roles on other shows, including “J.A.G.” and “NYPD Blue.” Producer David E. Kelley was so impressed with Anderson’s talent that he wrote a two-episode arc especially for him on the hit series “Ally McBeal.”

Anderson currently lives in Los Angeles and is married to his college sweetheart. The couple have two children.

MEGAN FOX (Mikaela Banes) has quickly become one of Hollywood’s most sought-after young actresses.  She is currently in production on the comedy “How to Lose Friends and Alienate People” in London. Fox stars as Sophie alongside Kirsten Dunst, Simon Pegg and Jeff Bridges for director Bob Weide.

Born in Memphis, Tennessee, Fox began taking dance lessons at the age of five and continued her training when the family moved to Florida when she was ten.  There she began classes in drama and modeling and, at the age of 13, had already won some local notoriety.

Fox made her film debut as a spoiled teenage heiress in “Holiday in the Sun” starring Mary Kate and Ashley Olsen.  In 2004, Buena Vista released the comedy “Confessions of a Teenage Drama Queen” in which Fox co-starred with Lindsay Lohan for director Sara Sugarman.

On television, Fox starred on ABC’s popular comedy series “Hope and Faith,” alongside Kelly Ripa and Faith Ford.  Her additional television credits include series regular roles on “The Help,” “Ocean Avenue,” the ABC telefilm “Crimes of Fashion” and episodes of “What I Like about You” and “Two and a Half Men.”

Fox resides in Los Angeles.

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A proud native of Tasmania, RACHAEL TAYLOR (Maggie Madsen) began her career working in theatre in New Zealand and Australia.

Taylor briefly attended the University of Sydney, but once she landed the role of series regular Sasha Forbes on the hit Australian TV program “Headland,” she decided to put her full attention on her acting career.

Other movie roles include appearances in “See No Evil,” “Man-Thing” and “Why Don’t I Dream?” On television she appeared in the popular Australian series “McLeod’s Daughters” and the American movies-of-the-week “Dynasty: The Making of a Guilty Pleasure” and “The Mystery of Natalie Wood,” directed by Peter Bogdanovich.

Taylor will next be seen in Twentieth Century Fox’s “The Tourist,” starring Ewan McGregor and Hugh Jackman, set for release later this year. She is currently at work in Japan on the thriller “Shutter” for director Masayuki Ochiai.

JOHN TURTURRO (Agent Simmons) studied at the Yale School of Drama and for his theatrical debut created the title role of John Patrick Shanley’s “Danny and the Deep Blue Sea,” for which he won an Obie Award and a Theater World Award. Since then, he has performed on stage in “Waiting for Godot,” in the title role of Bertold Brecht’s “The Resistible Rise of Arturo Ui” and, most recently, in Eduardo De Filippo’s “Souls of Naples,” for which he was nominated for a Drama Desk Award.

For his work on television, Turturro was nominated for a SAG Award for his portrayal of Howard Cosell in “Monday Night Mayhem” and recently won an Emmy for his guest appearance on the hit series “Monk.”

Turturro has performed in more than 60 films, including Martin Scorcese’s “The Color of Money,” Tony Bill’s “Five Corners,” Spike

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Lee’s “Do the Right Thing” and “Jungle Fever,” Robert Redford’s “Quiz Show,” Peter Weir’s “Fearless,” Tom DiCillo’s “Box of Moonlight,” Francesco Rosi’s “La Tregua” and Joel and Ethan Coen’s “Miller’s Crossing,” “The Big Lebowski” and “O Brother, Where Art Thou?.” For his lead role in the Coen Brothers’ “Barton Fink,” he won the Best Actor Award at the Cannes Film Festival and the David D. Donatello Award. Most recently, he appeared in Robert De Niro’s “The Good Shepherd.”

Turturro will next be seen in Anthony Hopkins’ directorial and writing debut “Slipstream” and in Noah Baumbach’s “Margot at the Wedding,” starring Nicole Kidman, Jack Black and Jennifer Jason Leigh. He is currently at work on Barry Levinson’s “What Just Happened?” with Bruce Willis and Stanley Tucci.

For his directorial debut, “Mac,” Turturro won the Camera d’Or from the Cannes Film Festival. He has directed two other films, “Illuminata” and “Romance & Cigarettes.”

Academy Award® winner and four-time Oscar® nominee JON VOIGHT (Defense Secretary John Keller), will always be remembered for his role in the 1969 classic “Midnight Cowboy,” which brought him his first Oscar® nomination, and for his Academy Award®-winning portrayal of Luke Martin in “Coming Home.” In the nearly 40-year span of his career, Voight has proven himself as both leading man and as one of the industry’s most versatile character actors.

Busier than ever, Voight was recently seen in Chris Kane’s “September Dawn” with Lolita Davidovich, and appears in the upcoming “Pride and Glory” opposite Edward Norton and Colin Farrell, as well as the second installment of “National Treasure” with Nicholas Cage. Later this summer he will begin shooting “The Uninvited” for his own production company, Crystal Sky Worldwide.

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Voight was recently seen on the big screen as the legendary coach Adolph Rupp in Jerry Bruckheimer Films’ hit drama “Glory Road,” as well as in the company’s highly successful “National Treasure,” directed by Jon Turteltaub. He was featured in “Pearl Harbor” and “Lara Croft: Tomb Raider” (starring his daughter, Angelina Jolie), and has starred in “Mission: Impossible,” “Varsity Blues,” “Enemy of the State” and “Anaconda.” Other feature film credits include Francis Ford Coppola’s “The Rainmaker,” for which he was nominated for a Golden Globe Award, “The General,” “Deliverance,” “Runaway Train,” which earned him a third Academy Award® nomination and a Golden Globe for Best Performance by an Actor, “The Odessa File” and “The Champ,” for which he received yet another Golden Globe nomination. His fourth Oscar® nomination was for Best Supporting Actor in “Ali,” opposite Will Smith.

Voight made his Broadway debut in “The Sound of Music.” In 1966, he starred opposite Robert Duvall in the acclaimed revival of Arthur Miller’s “A View from the Bridge.” He later starred in “A Streetcar Named Desire” at L.A.’s Ahmanson Theatre.

On television, Voight received unanimous critical accolades for his portrayal of the late Pope in CBS’s “Pope John Paul II,” for which he received an Emmy nomination, and starred in Hallmark’s celebrated “The Five People You Meet in Heaven.” He co-starred in NBC’s “Uprising,” the true story of the Warsaw ghetto, and in “Jack & The Beanstalk: The Real Story,” a miniseries for CBS. Voight has also starred in “Chernobyl: The Final Warning,” “The Last of His Tribe,” which earned him a Cable Ace Award, and the mini-series “Return to Lonesome Dove.”

He made his directorial debut with the Showtime cable movie “The Tin Soldier,” which won several awards internationally, including Best Children’s Film at the Berlin Film Festival.

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Voight is a humanitarian who has been an advocate for American Indian rights and has worked on behalf of Vietnam veterans. He is currently active in a continuing effort to airlift children from the contaminated areas of Chernobyl, and supports numerous charities of all races and religions.

KEVIN DUNN (Ron Witwicky) has a vast resume that includes numerous motion picture and television roles. He has an exciting group of films due out this year. In addition to “TRANSFORMERS,” Dunn also completed the Robert Redford-directed film “Lions For Lambs” for the new United Artists, playing the editor of a national news network opposite Meryl Streep. He has also been set for Woody Allen’s upcoming untitled “Spanish Project,” working alongside Scarlett Johansson and Penelope Cruz.

Dunn will soon begin production on the ABC comedy series “Sam I Am,” with Christina Applegate and Jean Smart. He and Smart play Christina Applegate’s parents. The series centers on a woman (Applegate) with amnesia who has to rediscover her life.

Recent films include “The Gridiron Gang” with Dwayne “The Rock” Johnson, “Black Dahlia” and “All the King’s Men.” Other films include “I Heart Huckabees,” the Christopher Guest comedy “Almost Heroes,” the thriller “Stir of Echoes,” “Nixon,” “Chaplin,” “Godzilla,” “Chain Reaction,” “Small Soldiers,” “1492,” “Bonfire of the Vanities” and “Mississippi Burning.” One of his most known roles is in the film “Dave,” that of press secretary Alan Reed opposite Kevin Kline as the president.

A busy actor seen regularly on television, Dunn has made dozens of guest appearances including “Prison Break,” “Law & Order,” “Law & Order: Criminal Intent” and “The Closer.” He was seen last season on “Lost” playing a con artist opposite Josh Holloway’s character, Sawyer. He has also starred in many made-for-

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television movies, including garnering great reviews for portraying Murray Wilson in the highly rated ABC mini-series “The Beach Boys: An American Family.”

One of the most well-respected character actors working today,

MICHAEL O’NEILL (Tom Banacheck) boasts a prolific resume in motion pictures, television and on the New York stage. The tall, distinguished actor consistently turns in memorable performances, from his role as secret service agent Ron Butterfield, head of the presidential detail on the hit series “The West Wing,” to the heartbreaking Mr. Pollard, Tobey Maguire’s poetry-loving father, in “Seabiscuit.”

O’Neill has appeared in a wide variety of films that include “Secondhand Lions,” “Around the Bend,” “Traffic,” “The Legend of Bagger Vance,” “The Mod Squad,” “The Sunchaser,” “Jennifer 8,” “The Gun in Betty Lou’s Handbag,” “Lorenzo’s Oil,” “Sea of Love,” “Ghost Story” and “Dancer, Texas Pop. 81.”

Among his recurring roles on television were turns as Ron Cheals on ABC’s “The Unit”; as Dr. Colbert on two hit series, “Boston Public” and “Ally McBeal”; as Pete Burton for ABC’s “The Nine”; and as Richard Walsh on the much lauded and popular “24.”

Other television appearances include the shows “Without A Trace,” “Cold Case,” “Commander-in-Chief,” “Crossing Jordan,” “Carnivale,” “Judging Amy,” “NYPD Blue,” “Chicago Hope,” “Roswell,” “JAG,” “The X-Files,” “The Pretender,” “E.R.,” “L.A. Law” and “Picket Fences,” to name just a few. He has also starred in several tele-films, including CBS’ “Plainsong” and “Beyond Betrayal”; USA Films’ “Victim of Love: The Shannon Moore Story”; HBO’s “Norma Jean & Marilyn” and “Blind Justice”; and ABC’s “For Their Own Good,” as well as the miniseries “The Shining.”

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O’Neill was born and raised in Montgomery, Alabama and attended Auburn University, where he earned his bachelor of science in economics. After graduating he moved to New York, where he continued his studies and landed his first job performing in “Time Steps” at Playwrights Horizons.

JULIE WHITE (Judy Witwicky) began her professional career in New York appearing in such off-Broadway plays as “Lucky Stiff,” “The Stick Wife,” “Just Say No,” “The Family of Mann” and a starring role in “Spike Heels,” with Kevin Bacon and Tony Goldwyn. On Broadway, she won accolades for her performance in Wendy Wasserstein’s “The Heidi Chronicles,” for which she reprised her role in the TNT movie starring Jamie Lee Curtis. In recent years, she originated the role of Beth in Donald Margulis’ Pulitzer Prize-winning “Dinner with Friends” and was included in the New York Times’ Top Ten of the Year for her work in Theresa Rebeck’s “Bad Dates” and Daniel Stern’s “Barbra’s Wedding.” White recently ended a 16-week engagement on Broadway in Douglas Carter Beane’s “The Little Dog Laughed,” playing the conniving Hollywood power broker Diane, a role she originated at Second Stage. For her outstanding work, she not only won an Obie Award but has also been nominated for a Tony Award, a Drama Desk Award, an Outer Critics Circle Award, a Drama League Award and a Lucille Lortel Award.

On film White was last seen in “The Astronaut Farmer,” starring Billy Bob Thornton. Her other movies include “War of the Worlds,” “Slap Her…She’s French,” “Say It Isn’t So” and “What Women Want.”

On the small screen White’s recurring roles include Dr. Anne Morella in “Law & Order: Special Victims Unit,” Mitzi Dalton-Huntley in “Six Feet Under” and as series regular Nadine Swoboda in “Grace Under Fire.” She has also made many guest appearances on such shows as “Strong Medicine,” “JAG,” “Touched by an Angel,” “Arli$$”

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and “Law & Order.” She will next be seen in Tony Gilroy’s “Michael Clayton,” starring George Clooney, and “The Nanny Diaries,” starring Laura Linney and Scarlett Johansson.

Born in San Diego, White attended Fordham University.

AMAURY NOLASCO (ACWO Jorge “Fig” Figueroa) exudes talent, charm and humor in each character he portrays, which is quickly establishing him as one of the most sought-after actors in Hollywood. Nolasco currently co-stars in the hit FOX-TV series “Prison Break,” which was nominated for a Golden Globe for Best Television Series – Drama.  His character, Sucre, is an inmate who learns of an elaborate plan to break out of a high security prison and insists on joining in.  

A native of Puerto Rico, Nolasco was busy as a full-time student studying biology at the University of Puerto Rico. Initially, he was looking to get his degree in medicine, but as fate would have it, he was approached by a director and immediately cast in his first television commercial.  After several acting gigs, Nolasco moved to New York, where he trained at the American British Dramatic Arts School. Classically trained in Shakespearean drama, the young actor focused on dialect technique, character work and stage presence.

Shortly thereafter, Nolasco began guest-starring on various hit television shows, such as “Arli$$,” “CSI: Crime Scene Investigation” and “ER.”  He received his first supporting actor role in a studio film as Orange Julius in the hit sequel “2 Fast 2 Furious.”  He went on to co-star opposite Bernie Mac in “Mr. 3000” and in the hit comedy “The Benchwarmers.”

Nolasco continues to guest-star on hit television shows such as “George Lopez,” “Eve” and “CSI: NY.”  

When not on location in Chicago, Nolasco resides in Los Angeles and enjoys golf and tennis.

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About The Voice Cast

Golden-throated PETER CULLEN (Optimus Prime®) is known throughout the world not only as the voice of the wise and heroic leader of the Autobots®, Optimus Prime®, on the popular 1980s cartoon series “The Transformers,” but he was also the voice of various other robots including Ironhide®, Slugslinger®, Streetwise®, Wingspan® and Nightstick®. In 1986, he reprised the voices Optimus® and Ironhide® in the animated film, “The Transformers: The Movie.”

Cullen also lends his talents to the somber but sincere voice of Eeyore, the eternally pessimistic donkey who views the world through morose-colored glasses, in Disney’s Winnie the Pooh® movies: “Wonderful World Adventure,” “Pooh’s Heffalump Movie,” “Springtime with Roo,” “Piglet’s Big Movie” and “The Tigger Movie.” Cullen, who ironically owns his own donkey, is heard on everything from cartoons and television commercials to theatrical promotions. He has long provided the voice of Eeyore, beginning with the popular TV series “The New Adventures of Winnie the Pooh” in 1988 to the “House of Mouse” in 2002. In addition, he is featured on Disney’s “Duck Tales” and plays Monterey Jack on “Chip ‘n Dale: Rescue Rangers.”

Earlier in the 80s, Cullen was the voice of K.A.R.R., the evil incarnation of K.I.T.T., the talking Pontiac® Trans-Am, in the David Hasselhoff series “Knight Rider.” He was also the voice of Mantus in “The Pirates of Dark Water,” Hägar in “Hägar the Horrible,” Cindarr in “Visionaries: Knights of the Magical Light,” Venger in “Dungeons

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and Dragons” and the narrator in the “Voltron” series. Other television credits include “Johnny Quest,” “Spider-Man,” “G.I. Joe,” “My Little Pony,” “Friends,” “Rainbow Brite,” “Scooby and Scrappy-Doo” and “The Jetsons.”

His film credits include the remake of “King Kong,” as the voice of the famous giant ape, and in the “Predator” films he provided the inhuman alien sounds for the title role. Cullen’s voice can also be heard in “My Little Pony: The Movie,” “Heathcliff: The Movie” and “Gremlins.”

The actor has guest-starred on “The Sonny & Cher Comedy Hour,” “The Bobbie Gentry Show” and the Hudson Brothers’ “Razzle Dazzle Show,” and was an announcer on the “Smothers Brothers Comedy Hour.” Cullen also made appearances on Jonathan Winters and Richard Pryor specials.

Born in Montreal, Québec, Cullen is a member of the first graduating class of the National Theatre School of Canada and spent his early professional years as a radio announcer. His son is a stuntman in Hollywood.

Australian actor HUGO WEAVING (Megatron®) has starred in two of the biggest trilogies in film history, playing Elf leader Elrond in the “Lord of the Rings” films and Agent Smith in the “Matrix” films. He worked again with the Wachowski Brothers in “V for Vendetta,” opposite Natalie Portman, and most recently in Peter Himmelstein’s “The Key Man.”

Weaving is the recipient of two AFI (Australian Film Institute) Best Actor Awards, receiving the first in 1991 for his portrayal of a blind photographer in Jocelyn Moorhouse’s breakthrough feature “Proof.” He received a nomination in the same category in 1994 for his drag queen Mitzi Del Bra in Stephan Elliott’s “The Adventures of Priscilla, Queen of the Desert.” Weaving won the same award for the

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second time in 1998 for his role in “The Interview,” written and directed by Craig Monahan, for which he also received the 1998 Best Actor Award at the World Film Festival in Montreal. He also worked with Monahan on the 2005 release “Peaches.” His most recent credit is the critically acclaimed “Little Fish,” opposite Sam Neill and Cate Blanchett.

Weaving also has a wealth of experience on stage. In 2006, he appeared with Blanchett in the Sydney Theatre Company’s production of “Hedda Gabler” at the Brooklyn Academy of Music.

His other film credits include the Australian features “Russian Doll,” “The Magic Pudding,” “Strange Planet,” “Babe: Pig in the City,” “True Love,” “Chaos,” “Babe,” “Exile,” “The Custodian,” “Frauds,” “Reckless Kelly” and “…Almost” (aka “Wendy Cracked a Walnut”). His most recent Australian feature, “The Tenderhook,” opposite Rose Byrne, is set for release in 2008. Weaving also lent his voice to “The Girl Who Swallowed Bees” as the film’s narrator and as Noah the Elder in “Happy Feet.”

Born in Nigeria, Weaving was raised in England and Australia. He graduated from Australia’s National Institute of Dramatic Art.

MARK RYAN (Bumblebee™) is a multi-talented performer, combining his acting, singing, writing and action direction talents, and has enjoyed a successful and eclectic career for some 30 years, working in all aspects of film and television.

He did several major musicals in London's West End, spending 4 years in Andrew Lloyd Webber's smash hit “Evita” originating the role of Magaldi and then playing Che under the direction of Broadway legend Hal Prince. He left “Evita” to play Mac in the movie “The Final Option” for director Ian Sharp.

Ryan originated the role of Nasir for the cult British series “Robin of Sherwood” and has appeared in dozens of films and

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television series both in the U.S. and the U.K. Throughout his career Ryan has managed to keep a good

balance between theater, film and television engagements. In 1986, he won critical acclaim for his portrayal of the title role in the musical “Elmer Gantry” at London's Gate Theatre and followed that with a national tour of the hit show “Guys and Dolls,” playing Sky Masterson. He returned to the West End to play Neville Landless in the Tony Award-winning musical “The Mystery of Edwin Drood” and, the same year, recorded a duet with singing star Tom Jones on his album “Matador.”

Other TV appearances followed with roles in “The Bill,” “Dempsey & Makepeace,” “William Tell,” “Peak Practice,” “Harry” and “Casualty.” Other film work includes “The Corsican Brothers” and “The Phantom of the Opera.”

In 1993, he toured Europe and Britain playing Figaro in “The Marriage of Figaro” and Leporello in “Don Giovanni,” both for Music Theatre London and directed by Nick Broadhurst. He followed that successful run with a series of open air concert performances with The Royal Philharmonic Orchestra. He is also an accomplished author and has written for DC Comics and HarperCollins, in addition to writing several screenplays.

In 2000, Ryan played every major theatre in the US with original Monty Python member Eric Idle, performing classic British comedy roles at New York’s famed Carnegie Hall and the Hollywood Bowl in “Eric Idle Exploits Monty Python.” The team later recorded the show for The Comedy Channel.

Other appearances include work on “Frazier,” “Conan,” “JAG,” “General Hospital,” “Alias,” “The Young and the Restless,” “Nuremberg,” “Passions,” “Charlie’s Angels,” “A Piece of My Heart” and “Convicted.”

In 2003, he concluded work as a sword master and fight

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director on the Jerry Bruckheimer Films production of “King Arthur,” directed by Antoine Fuqua. He has also appeared in such productions as “The Prestige” and “The Thirst” and recently completed playing the lead in “Spec Ops: Delta” portraying Col. Anderson Savage.

He began working on “TRANSFORMERS” during filming as the on-set voice of several different robots. This work continued throughout filming and into editing, prior to the actual casting of voice-over talent when he landed the role of Bumblebee™. Ryan also voices Ironhide® and Hoist® for the Activision video game based on the film.

Nominated for an Emmy Award and named by Variety as one of the top ten voice actors, JESS HARNELL (Ironhide® / Barricade®) is truly one of the best and the busiest in the business.

His voice has been heard on countless primetime TV series, and he is the announcer on several top shows such as “America’s Funniest Home Videos,” and has appeared on practically every cartoon on TV from “The Simpsons” to “Fairly Oddparents” to “Rugrats.” In addition, he has starred as Captain Hero on Comedy Central’s hit “Drawn Together” and as Wakko on Steven Spielberg’s “Animaniacs,” winner of multiple Emmy Awards as well as the prestigious Peabody Award.

Harnell’s film credits include the recently released “Teenage Mutant Ninja Turtles,” “Over the Hedge,” “Cars,” “Robots,” “Finding Nemo,” “The Country Bears,” “Lilo & Stitch,” “Scooby-Doo,” “The Emperor’s New Groove,” “Toy Story 2,” “Toy Story“ and “A Bug’s Life.”

He has voiced thousands of promos and national commercials for clients such as Disney, McDonald’s, Diet Coke, Fox, Kellogg’s and a series of spots for Sea World as the voices of both Shamu and

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Shamu Jr. His voice is also featured in several of the world’s biggest video games.

Born on the East Coast and raised in California from the time he was ten, Harnell always knew he’d end up as a performer, though not necessarily as a cartoon. He has an extensive background as a rock singer, winning numerous awards and doing literally thousands of gigs as a studio vocalist and sound-alike, impersonating many famous vocalists flawlessly. As one of the top celebrity voice matches in the business, Harnell is able to mimic over 150 celebrities, both speaking and singing, from Albert Brooks to Ozzy Osbourne, Elvis Presley, all four Beatles, Steve Perry, Willie Nelson, Pee Wee Herman and even Rodney Dangerfield.

His voice is also onscreen this summer in the animated “Surf’s Up,” along with Shia LaBeouf, Zooey Deschanel, Jon Heder, Jeff Bridges and James Woods, as well as in “Bongee Bear and the Kingdom of Rhythm” with Rob Paulsen, Ruth Buzzi and Dom DeLuise, set for release later this year.

In 2005-2006 ROBERT FOXWORTH (Ratchet®) co-starred in the award-winning Broadway production of “Twelve Angry Men” for the Roundabout Theatre. In 2003, he was Brutus in Daniel Sullivan’s production of “Julius Caesar” at the Old Globe Theatre in San Diego, and during the 2001-2002 season he played Robert in the national Broadway tour of “Proof.” Foxworth made his Broadway debut in the American Shakespeare Festival’s production of “Henry V” and won the Theatre World Award for his portrayal of John Proctor in “The Crucible” at Lincoln Center.

His stage work was interrupted for a period of time as he starred in several television series, including “Storefront Lawyers,” “Falcon Crest” and “Late Line,” with Al Franken. He has appeared as a recurring series character on “Six Feet Under,” “Law & Order,”

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“Law & Order: SUV,” “Enterprise” and “Justice League.” Foxworth has also guest-starred on countless series and movies-of-the-week over the years, most recently “Brothers & Sisters,” “Boston Legal,” “Bones,” “The West Wing” and “Gilmore Girls,” and in the motion picture “Syriana.”

Additional work in the theatre includes “Cyrano” at the Great Lakes Theatre Festival, Iago and Macbeth at the Guthrie, George in “Who’s Afraid of Virginia Woolf?” at the Hartford Stage, Brecht’s “Galileo” at Center Stage in Baltimore, “Uncle Vanya” at the Geffen and “Private Lives” and “Below the Belt” at the Old Globe.

On Broadway he was Count Shebyelski in “Ivanov” at Lincoln Center, starred with Jane Alexander in “Honour” at the Belasco and played the prosecuting attorney Colonel Parker in “Judgment at Nurmenberg” at the Longacre.

Foxworth is a graduate of Carnegie Mellon University and a founding member of The Matrix Theatre Company.

JIMMIE WOOD (Bonecrusher®) is a musician, singer and actor best known as the front man and harmonica player for his band the Imperial Crowns. Jimmie has recorded with artists from across the musical spectrum, from Bruce Springsteen to Johnny Rotten (with PIL), from Gladys Knight to Megadeth, international superstar Ofra Haza, Etta James, Bruce Hornsby, Cheap Trick and Chuck E. Weiss, among others.  He’s sung and played harmonica on dozens of movie scores and TV commercials.  As an actor, Wood has appeared in the movies “Suckers” and “Girl in 3D” as well as on the television series “Rugrats,” “Real Monsters” and “The Wild Thornberrys.”  

DARIUS McCRARY (Autobot Jazz®) will soon be seen in the musical comedy “Steppin’: The Movie,” costarring Anthony Anderson, Mo’Nique and James Avery, on which he also serves as co-producer,

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and in “A Good Man is Hard to Find” with Lance E. Nichols. Both films are currently in post-production.

McCrary is best known for his role as Eddie Winslow on the long-running television series “Family Matters.” He began his career in Hollywood at the age of ten.

McCrary has also starred as a series regular on NBC’s “Committed” as Bowie James and later as Jamal in UPN’s “Eve.” He also appeared on the small screen in the NBC/Paramount miniseries “Kingpin,” on HBO’s multi-award-winning “Don King: Only in America,” starring Ving Rhames, and in the popular Neal Israel-directed “Kidz in the Woods.”

On film, McCrary portrayed Malcolm Tremell in “The Maintenance Man,” based on the novel by author Michael Baisden; he was Ray Collins in “Vampires: Los Muertos,” the sequel to John Carpenter’s original “Vampires”; Detective Tommy Cullen in “15 Minutes”; and Aaron Williams in “Mississippi Burning.” Other film credits include “Hostage,” “Something to Sing About,” “Kingdom Come,” “The Breaks,” “Park Day” and “Big Shots.”

McCrary, who is also a songwriter and music producer, is the son of Grammy-nominated gospel/jazz musician Howard McCrary and older brother of actor Donovan McCrary.

Emmy Award-winning director and two-time Annie Award nominee CHARLIE ADLER (Starscream®) is one of the industry’s most sought after directors and voice-over artists. He is currently lending his voice direction talents to the series “All Grown Up” for Nickelodeon, and “Stripperella” and “The Immigrants” for Spike TV. Adler has also voice directed for the “Rugrats,” “The Wild Thornberrys” and “Rocket Power” cartoon franchises.

As a voice-over artist Adler has appeared as series regular in over 90 animated series. Currently playing Mr. Whiskers in Disney’s

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“Brandy & Mr. Whiskers” and co-starring in “Pet Aliens” and “Jakers! The Adventures of Piggley Winks” for PBS, Adler’s metamorphic voice is heard an average of 20 times a day all over the world. Starring in the prime time Emmy-nominated series and international hit “Cow & Chicken,” he played the parts of Cow, Chicken and The Red Guy.

Adler’s most notable characters are Buster Bunny from Steven Spielberg's “Tiny Toon Adventures,” Ickis in “AAAHH!!! Real Monsters” and Ed and Bev Bighead in “Rocko’s Modern Life.” He has also been a Smurf, a G.I. Joe, a Transformer™ and a Glow Friend and starred as the Baboon in “I.M. Weasel,” opposite Michael Dorn. In the cult feature “Cool World” he played opposite Kim Basinger and Brad Pitt as Nails, the neurotic sidekick. Adler has also turned out three direct-to-video McDonald’s Adventures and numerous CD-Rom games, and created the voice of the Internet’s Mr. Smarmy in the series “Mr. Baby.”

Named one of the Top 13 All Time Voice-Over Artists by Animation Magazine and Voice of The Decade by Animation World News, Adler is at the undisputed top of the world of voice for animation.

He is also the director, writer and star of the award-winning independent live action movie “No Prom for Cindy,” appearing in over 45 festivals worldwide and winning numerous awards. The movie was recently adopted by San Francisco State University’s Film Department as part of their curriculum.

As an actor, Adler starred on Broadway in “Torch Song Trilogy” as a successor to Harvey Feinstein. He also toured in the first national company, for which he earned a Helen Hayes Award best actor nomination. Off-Broadway, Adler starred in “Family Business” at the Astor Place Theater for a year, as well as appearing in Alan Albert’s acclaimed improv company The Proposition. Adler co-starred with Imogene Coca and Rita Rudner in “Once Upon A Mattress” and

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with Professor Irwin Corey in Neil Simon’s “God’s Favorite,” and toured as Edward Albee’s psycho in “Zoo Story.” In addition, he has played Israel Horowitz’s “Hero in Dr. Zero,” as well as the Emcee in “Cabaret.”

On television, Adler was a regular on “The Redd Foxx Show,” assumed the roles of three generations of sons for PBS in “Then and Now,” and was an obsessive photographer in “First & Ten.” Adler has also been a familiar face in over 100 television commercials for Coca-Cola, McDonald’s, IBM, G.E., Big Red Gum and Safeguard Soap. As a writer, Adler has co-written several “Tiny Toon” episodes and his critically acclaimed one-man show, “There Used to Be Fireflies,” won him a Dramalogue Award for Best Actor.

A familiar face on the small screen, RENO WILSON (Decepticon Frenzy™) recently appeared on NBC’S cops-and-robbers drama “Heist” as Detective Tyrese Evans, and last year starred as Detective Tom Selway on ABC’s Steven Bochco series “Blind Justice.”

Wilson made his television debut as Howard, Theo Huxtable’s best friend, on the celebrated comedy series “The Cosby Show.” More recently, he played Wes Freewald on the cult favorite “The Chronicle” for the Sci-Fi Channel and Owen Davies on the critically acclaimed Showtime series “The Hoop Life.”

Wilson starred in Comedy Central’s “Three Strikes,” as well as guest-starring on dozens of television series including “Lincoln Heights,” “Life,” “Las Vegas,” “Wanda at Large,” “Touched by an Angel,” “The Mermaid Chronicles,” “N.Y.P.D. Blue,” “Chicago Hope,” “The Sentinel,” “Cybill,” “Coach” and “The Fresh Prince of Bel Air.”

The actor has made over a dozen films, including “Crank,” “Fronterz” (which Wilson also executive produced), “Mighty Joe Young,” “Rough Draft,” “Fallen” and “The Great White Hype.” Next

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up are the independent films “TV Virus” and “Bolden!” in which he is portraying the legendary Louis Armstrong.

Wilson is a native New Yorker. His father was a jazz pianist and his mother an opera singer. He attended the famed High School for the Performing Arts in New York City.

About The Filmmakers

After launching his career as an award-winning commercial and music video director, MICHAEL BAY (Director/Executive Producer) quickly emerged as one of Hollywood’s boldest and most bankable feature film directors. Characterized by his aggressive visual style, high-octane action sequences and quick-cut editing that have become the L.A. native’s cinematic signature, Bay’s half-dozen films have topped nearly $2 billion in worldwide ticket sales.

Now established as one of the industry’s elite action filmmakers, Bay's latest effort is “TRANSFORMERS,” one of this summer’s most hotly anticipated movie events.

Bay has been dazzling audiences since the premiere of his first feature film, “Bad Boys,” starring Will Smith and Martin Lawrence, in 1995. Nominated for Best Action Sequence at the MTV Movie Awards, the film grossed over $140 million worldwide, making it Columbia Pictures' top-grossing film of that year. Bay’s impressive sophomore effort, “The Rock,” starring Sean Connery and Nicolas Cage, followed a year later. Shot on location on Alcatraz Island in San Francisco Bay, “The Rock” surpassed Bay's blockbuster debut, taking in more than $300 million worldwide. His third directing effort, “Armageddon,” which he produced with Jerry Bruckheimer, starred Bruce Willis, Ben Affleck and Liv Tyler, and earned over $550 million around the globe.

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Bay continued his hot streak in 2001, directing the epic “Pearl Harbor” and sharing producer credit on the film with Bruckheimer. Their collaboration once again bore fruit, as “Pearl Harbor” raked in $450 million in box office receipts worldwide. In 2003, Bay reteamed with Smith, Lawrence and Bruckheimer for the summer hit “Bad Boys II.” The filmmaker’s most recent effort was the action thriller “The Island,” starring Ewan McGregor, Scarlett Johansson, Djimon Hounsou, Sean Bean and Steve Buscemi, which earned receipts totaling more than $160 million.

Bay’s production company, Bay Films, remains one of the most cutting-edge production entities in Hollywood today and continues to grow. Five years ago, Bay joined forces with producers Brad Fuller and Andrew Form to create Platinum Dunes, a company whose mission is to make films with budgets under $20 million that would give talented commercial and video directors the chance to break into the feature world. The first offering from the company was “The Texas Chainsaw Massacre,” a re-imagining of the 1974 cult classic, which opened to top-notch reviews and grossed over $110 million worldwide. The company’s second film, “The Amityville Horror,” reached receipts of more than $108 million. Two more films quickly followed: the original script, “Texas Chainsaw Massacre 2: The Beginning,” which earned $51 million; and a re-conceptualization of the 1986 thriller “The Hitcher” that garnered close to $20 million.

Fresh out of film school in 1989, Bay began directing commercials and music videos for Propaganda Films. His works for such acts as Meat Loaf, Aerosmith, Tina Turner, Donny Osmond and the DiVinyls won the young filmmaker recognition, acclaim, and a number of MTV Video Award nominations. He won the coveted Best Music Video prize in 1992.

When Bay's first television spot -- for the American Red Cross -- was honored with a Clio in 1992, it heralded the aspiring film

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director’s rapid ascent from unknown film school grad to creative force. Over the next three years, the Wesleyan University graduate would direct some of the best known and most acclaimed advertising campaigns in the world, including those for Nike, Budweiser, Coca-Cola, Reebok and Miller. In 1995, Bay was honored by the Directors Guild of America as Commercial Director of the Year.

Bay is the youngest director to have won nearly every award bestowed by the advertising industry. He won the Grand Prix Clio for Commercial of the Year for the irreverent "Got Milk?/Aaron Burr" commercial; this famous spot, along with two others in the "Got Milk?" campaign created by Bay, won Best Campaign of the Year at New York's Museum of Modern Art. In Cannes, at the world's largest competition for commercials, Bay won the Gold Lion for "The Best Beer" campaign for Miller, and the Silver Lion for the "Got Milk?" spot.

Bay’s next film is “The Horsemen,” which he executive produced. Scheduled for release in December, the fifth release under the Platinum Dunes banner stars Dennis Quaid, Ziyi Zhang, Peter Stormare and Eric Balfour under the direction of Jonas Åkerlund.

ALEX KURTZMAN & ROBERTO ORCI (Screenplay by, Story by) have been partners-in-imagination since high school. Penning adventure stories and making ambitious home movies prior to meeting each other, they soon realized the magic of their combined creativity and began to dream of one day making Hollywood movies together.

After high school, each traveled to different corners of the U.S. to attend college -- Kurtzman to NYU, then Wesleyan, and Orci to the University of Texas -- where they continued to write scripts in tandem over the phone. They landed their first writing job in television on the popular adventure shows “Hercules” and “Xena: Warrior Princess,”

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where they ascended to the position of head writers at the unusually young age of 23. Kurtzman and Orci subsequently went on to become writers and executive producers on the acclaimed, award-winning television spy thriller “Alias.”

Their produced feature film writing credits include “The Legend of Zorro” starring Catherine Zeta-Jones and Antonio Banderas; Michael Bay’s sci-fi thriller “The Island” starring Scarlett Johansson and Ewan McGregor; “Mission: Impossible III,” starring Tom Cruise in the iconic role of super-agent Ethan Hunt; the upcoming “Star Trek” feature film to be directed by J.J. Abrams for Paramount Pictures; and another Michael Bay project, “2012: The War for Souls” for Warner Bros., which they will also produce. Next in the pipeline is the action-adventure “Amazon,” which chronicles the life of a female gladiator and is set to star Scarlett Johansson.

In addition to these writing projects, Kurtzman and Orci are producing a continually growing slate of movies for a variety of Hollywood studios.

Raised in the United States, JOHN ROGERS (Story by) moved to Montreal to get his theoretical physics degree and wound up staying. In 1988, he took a comedy writing course at the Comedy Nest in Montreal. Within a year, he was invited to perform at the International Just for Laughs Comedy Festival, the largest all-comedy event in the world. At Just for Laughs, a booker for the Melbourne Comedy Festival spotted Rogers and brought him out to Australia as part of a three-man show which ran for two months.

Back in North America in 1990, Rogers honed his routine in the competitive Boston comedy scene. Along the way he tended bar, slept in his car and on couches, and co-wrote a comedy show on a Boston Top-10 radio station. It was while bartending in a Harvard hangout, recounting road stories to the waiters after the bar had closed, that

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his offbeat style gelled. From bungee jumping to theoretical physics, relationships to exploding cars, Rogers’ material doesn't come across as just a string of one-liners. The routine is one of those wandering, eclectic, after-hours conversations friends will have, leapfrogging from story to story.

After another four years of touring -- headlining clubs in both Canada and the U.S., performing at over two hundred colleges and special corporate shows – Rogers really peaked in the summer of 1994. He appeared in the “Just for Laughs Showtime Special” with Kelsey Grammer and Brett Butler, and signed a six-episode sitcom development deal with CBS, where he starred in the CBS/Touchstone Television pilot “In the Mood.” As a stand-up, Rogers has starred in two solo network comedy specials, has received three Gemini-Award nominations (Canadian Emmys) and has been hailed by The Montreal Gazette as “one of the funniest people on the planet.”

When Rogers’ pilot was somehow left off of CBS’ fall schedule, it was not long before he found himself in the employ of CBS once again -- this time as a writer on the series “Cosby,” for which he served as a writer-producer for three years. After his third season on the series, he signed an overall deal with Big Ticket Television, where he wrote pilots for CBS, NBC and USA. Rogers also found the time to create the Sony animated series “Jackie Chan Adventures” with Jackie Chan, which became a runaway hit on the Kids WB. In 2004, John returned to television to develop and executive produce a show based on the DC graphic novel Global Frequency for the WB network.

Not one to rest on his television laurels, Rogers decided to add feature film screenwriter to his resume with the Morgan Creek/Warner Bros. production “American Outlaws,” which led to subsequent assignments including the Paramount action film “The Core” and Warner Bros.’ “Catwoman.”

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Rogers is currently getting set to make his directorial debut on Studio Canal’s “Honor Among Thieves,” produced by two of his cinematic heroes, John Woo and Terence Chang.

LORENZO di BONAVENTURA (Producer) was born in New York. His father, Mario di Bonaventura, is an international conductor. Di Bonaventura received his undergraduate degree in intellectual history at Harvard College and earned a Masters of Business Administration at the University of Pennsylvania's Wharton School of Business. He began his professional life operating a river rafting company and later joined Columbia Pictures and worked in distribution, marketing and in the office of the President.

In February 1989, di Bonaventura joined Warner Bros. While at Warner Bros., he was involved in over 130 productions. Among his biggest commercial and critical successes were “Falling Down,” “A Time to Kill,” “The Matrix,” “Analyze This,” “The Perfect Storm,” “Ocean’s Eleven,” “Harry Potter and the Sorcerer’s Stone,” “Training Day” and “Scooby-Doo.”

In January 2003, di Bonaventura formed a production company based at Paramount Pictures. Di Bonaventura Pictures most recently produced “Four Brothers” and “Shooter,” both of which starred Mark Wahlberg, “Constantine” starring Keanu Reeves, “Derailed” starring Jennifer Aniston and Clive Owen and “Doom” starring Dwayne “The Rock” Johnson and Karl Urban.

Di Bonaventura’s upcoming films include “Stardust,” starring Claire Danes, Charlie Cox, Michelle Pfeiffer and Robert De Niro, and the thriller “1408,” starring John Cusack and Samuel L. Jackson.

TOM DESANTO (Producer) is a self-described pop-culture junkie and has developed a reputation as a filmmaker with a great instinct for discovering franchises where no one else is looking. With

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“X-Men,” “Battlestar Galactica” and “TRANSFORMERS,” he has become known as the “fan’s producer.”

Having grown up in New Jersey as the son of a police officer, DeSanto has always had a true passion for movies, television, and all things pop culture. He is the proud owner of more than 30,000 comic books and dreamed since his childhood of bringing the characters he loved to the big screen.

DeSanto co-produced the film version of Stephen King’s “Apt Pupil,” which was the start of his fruitful relationship with director Bryan Singer. It was DeSanto’s dream to do “X-Men” and his take on the universe that brought Singer, who had never read comic books, into that world in 1996. In addition to his duties as executive producer on “X-Men,” DeSanto co-wrote the story and worked as screenwriter on the draft which earned the film its green light. “X-Men” earned over $300 million worldwide and was the foundation for the lucrative 20th Century Fox franchise.

After “X-Men,” DeSanto pulled “Battlestar Galactica” out of mothballs, developing the new project for Universal Television. “Battlestar Galactica” was the #1 rated mini-series on cable in 2003. The surprise ratings success spurred Universal to launch a new series, which is currently the #1 rated series on the Sci-Fi Channel.

Returning to the world of “X-Men,” DeSanto shot, edited, and produced the DVD “X-Men 1.5,” which was one of Fox’s top-selling DVDs. He continued as part of the guiding force for “X2: X-Men United,” which earned over $400 million box office worldwide. The “X-Men” franchise has since gone on to gross over $1 billion around the world.

Due to his reputation as the “fan’s producer,” DeSanto was approached by a group of first-time filmmakers who were struggling to create a feature documentary chronicling the “Lord of the Rings” phenomenon. After seeing some footage and assessing potential for

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the film, DeSanto agreed to come aboard as executive producer and mentor, securing finishing funds for the project. The result was the award-winning “Ringers: Lord of the Fans,” which was promptly snapped up by Sony for DVD release in November 2005 and was a surprise hit. The documentary was nominated for a Saturn award for Best DVD Release of 2005.

DeSanto is currently developing the best-selling video game property “City Of Heroes” for television and features. Knowing the world of superheroes very well, he has written the bible for the Hollywood version of the property. He is also currently writing and producing an animated film version of the “Teen Titans” for DC Comics and Warner Bros. It will continue his reputation of bringing universes that he loves to life. But DeSanto is also making the move into creating a whole new universe for the world of pop culture with “Dino-Sapiens,” which asks the question “what if the dinosaurs didn’t all die out? What if some dinosaurs not only survived...but evolved!?”

DON MURPHY (Producer) was born on probation on Long Island, New York, and grew up dreaming of making movies. After receiving his Bachelor’s degree from Georgetown University’s McDonough School of Business, he moved to Los Angeles, where he received his MFA degree from the prestigious University of Southern California’s School of Cinema-Television. This was also the first time he figured out what a producer actually was.

With no clear plan, Murphy decided to try producing, and right out of the gate ended up producing “Natural Born Killers,” based on a screenplay by Quentin Tarantino and directed by Oliver Stone. That film attracted so much attention it was eventually canonized in a best-selling book, Killer Instinct. Since then he has focused on producing films he wants to see, be they Stephen King’s “Apt Pupil,” directed by

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Bryan Singer, or Alan Moore’s “From Hell,” directed by the Hughes Brothers and starring Johnny Depp.

In addition to “TRANSFORMERS,” Murphy currently has two other films ready for release: “Shoot ‘Em Up,” written and directed by USC classmate Michael Davis, and “While She Was Out,” starring Kim Basinger. written and directed by Susan Montford.

IAN BRYCE (Producer) was a producer on Sam Raimi’s mega-blockbuster action adventure “Spider-Man,” starring Tobey Maguire as the web-casting superhero, which was the top-grossing film domestically of 2002. The following year, he produced Antoine Fuqua’s drama “Tears of the Sun,” starring Bruce Willis, and in 2005 he produced Michael Bay’s “The Island.”

Bryce had earlier won a Golden Globe Award and earned an Academy Award® nomination for his work as a producer on Steven Spielberg’s widely acclaimed World War II drama “Saving Private Ryan.” The movie won Best Picture honors from numerous critics’ organizations, including the New York, Los Angeles and Broadcast Film Critics associations. Bryce also shared a Producers Guild of America Award for the film. He went on to produce Cameron Crowe’s nostalgic comedy-drama “Almost Famous,” which won a Golden Globe for Best Picture – Musical or Comedy, and received a BAFTA Award nomination for Best Picture.

Bryce’s other producing credits include “Forces of Nature,” starring Ben Affleck and Sandra Bullock; the action thriller “Hard Rain,” with Morgan Freeman and Christian Slater; Penelope Spheeris’ big-screen version of the classic television series “The Beverly Hillbillies”; and Jan de Bont’s blockbusters “Twister” and directorial debut film “Speed.”

Born in England, Bryce started his career as a production assistant on the third installment of the first “Star Wars” trilogy,

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“Return of the Jedi.” He moved up to second assistant director on Steven Spielberg’s “Indiana Jones and the Temple of Doom,” and later served as a production manager on “Indiana Jones and the Last Crusade.” In addition, Bryce served as the line producer/production manager on Philip Kaufman’s “Rising Sun,” and was an associate producer/production manager on Tim Burton’s smash hit “Batman Returns.” He also worked as a production manager on such films as Francis Ford Coppola’s “Tucker: The Man and His Dream,” Ron Howard’s “Willow” and Joe Johnston’s “The Rocketeer.”

STEVEN SPIELBERG (Executive Producer) is a principal partner of DreamWorks Studios, which he co-founded with Jeffrey Katzenberg and David Geffen in October 1994 and which was sold to Paramount Pictures in early 2006. Under their leadership, DreamWorks has enjoyed critical and commercial success, and has been responsible for some of the most honored films in recent years, including three consecutive Best Picture Academy Award® winners: “American Beauty,” “Gladiator” and “A Beautiful Mind” (the latter two co-productions with Universal).

One of the industry’s most successful and influential filmmakers, Spielberg has directed, produced, or executive produced some of the top-grossing films of all time, including “Jurassic Park” and “E.T. The Extra-Terrestrial.” Among his myriad honors, he is a three-time Academy Award® winner, earning two Oscars® for Best Director and Best Picture for “Schindler’s List,” and a third Oscar® for Best Director for “Saving Private Ryan.”

A DreamWorks/Paramount co-production, the critically acclaimed World War II drama “Saving Private Ryan,” starring Tom Hanks, was the highest-grossing release (domestically) of 1998. It was also one of the year’s most honored films, earning five Oscars®, including the one for Spielberg as Best Director, as well as two

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Golden Globe Awards for Best Picture (Drama) and Best Director. Spielberg was also recognized by his peers with a Directors Guild of America (DGA) Award, and shared with the film’s other producers in the Producers Guild of America’s (PGA) Darryl F. Zanuck Award for Theatrical Motion Picture Producer of the Year. That year, the PGA also presented Spielberg with the prestigious Milestone Award for his historic contribution to the motion picture industry.

“Saving Private Ryan” also won Best Picture honors from the New York, Los Angeles, Chicago, Toronto, British and Broadcast Film Critics Associations, with the Los Angeles, Toronto and Broadcast Film Critics also naming Spielberg Best Director.

In 1994, Spielberg won two Academy Awards, for Best Director and Best Picture, for the internationally lauded “Schindler’s List,” which received a total of seven Oscars. The film also collected Best Picture honors from the major critics’ organizations, in addition to seven BAFTA Awards, including two for Spielberg. He also won the Golden Globe Award and received his second DGA Award.

Spielberg won his first DGA Award for his work on “The Color Purple.” He has also been honored with Academy Award

nominations for Best Director for “Munich,” “E.T. The Extra-Terrestrial,” “Raiders of the Lost Ark” and “Close Encounters of the Third Kind.” Additionally, he earned DGA Award nominations for those films, as well as “Empire of the Sun,” “Jaws” and “Amistad.” With 10 in all, Spielberg has received more DGA Award nominations than any director in history, and, in 2000, he received the DGA’s Lifetime Achievement Award. He is also the recipient of the Lifetime Achievement Award from the American Film Institute and the prestigious Irving G. Thalberg Award from the Academy of Motion Picture Arts and Sciences.

Spielberg is currently at work on the fourth installment of the “Indiana Jones” adventure which is starring Harrison Ford, Cate

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Blanchett and Shia LaBeouf, and will be released in theaters worldwide May 22, 2008. In 2006, Spielberg produced two films with director/producer Clint Eastwood - “Flags of Our Fathers,” nominated for two Academy Awards®, and it’s companion film, “Letters From Iwo Jima,” which was nominated for four Oscars® including Best Picture. In 2005, Spielberg directed two films - “War of the Worlds” and “Munich” - and was a producer on “Memoirs of a Geisha.” “War of the Worlds” starred Tom Cruise and was a contemporary retelling of H.G. Wells’ classis futuristic novel. “Munich,” a historical thriller set in the aftermath of the 1972 massacre of 11 Israeli athletes at the Munich Olympics, earned five Academy Award® nominations including Best Picture and Best Director for Spielberg. The Universal/DreamWorks co-production starred Eric Bana, Daniel Craig, and Geoffrey Rush. “Memoirs of a Geisha,” directed by Rob Marshall and based on the best-selling book by Arthur Golden won three Oscars® for Best Cinematography, Art Direction and Costume Design. Spielberg’s other recent films include “The Terminal,” starring Tom Hanks and Catherine Zeta-Jones, and “Catch Me If You Can,” starring Leonardo DiCaprio and Tom Hanks. Spielberg also wrote, directed and produced “A.I.,” which was realized from the vision of the late Stanley Kubrick. In 2000, Spielberg won the Stanley Kubrick Brittania Award for Excellence in Film, presented by BAFTA - Los Angeles.

Born on December 18, 1946, in Cincinnati, Ohio, Spielberg was raised in the suburbs of Haddonfield, New Jersey and Scottsdale, Arizona. He started making amateur films while still in his teens, later studying film at California State University, Long Beach. In 1969, his 22-minute short “Amblin” was shown at the Atlanta Film Festival, which led to his becoming the youngest director ever to be signed to a long-term deal with a major Hollywood studio.

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Four years later, he directed the suspenseful telefilm “Duel,” which garnered both critical and audience attention. He made his feature film directorial debut on “The Sugarland Express” from a screenplay he co-wrote. His other earlier film credits as director include “Always,” “Hook,” and the “Raiders of the Lost Ark” sequels “Indiana Jones and the Temple of Doom” and “Indiana Jones and the Last Crusade.”

In 1984, Spielberg formed his own production company, Amblin Entertainment. Under the Amblin banner, he has served as producer or executive producer on more than a dozen films, including such successes as “Gremlins,” “Goonies,” “Back to the Future I, II, and III,” “Who Framed Roger Rabbit?,” “An American Tail,” “The Land Before Time,” “The Flintstones,” “Casper,” “Twister,” “The Mask of Zorro,” “Men in Black” and “Men in Black II.” Amblin Entertainment also produces the hit series “ER” with Warner Bros. TV.

Spielberg’s other TV endeavors include executive producing with Tom Hanks the award-winning miniseries “Band of Brothers” for HBO and DreamWorks Television. Based on the book of the same name by the late Stephen Ambrose, the fact-based World War II project won both Emmy and Golden Globe Awards for Best Miniseries. Also an Emmy winner for Best Miniseries was 2002’s “Taken,” which Spielberg executive produced for DreamWorks Television and The Sci-Fi Channel. In 2005, Spielberg and DreamWorks Television partnered with TNT to executive produce the 12-hour limited series “Into the West” which followed two multi-generational American and Native American families with each telling the dramatic stories of the development of the West from their distinct points of view. Coming in May 2007 is “On the Lot,” an unscripted series which will allow aspiring director/filmmakers to vie for a studio development deal at DreamWorks. “On the Lot” is produced by Mark Burnett Productions, DreamWorks Television and Amblin Television. The reality series,

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which will air on Fox, was created by Spielberg and Mark Burnett, who will also serve as executive producers.

Spielberg has also devoted his time and resources to many philanthropic causes. The impact of his experience making “Schindler’s List,” led him to establish the Righteous Persons Foundation using all his profits from the film. He also founded Survivors of the Shoah Visual History Foundation, which has recorded more than 52,000 Holocaust survivor testimonies. Spielberg executive produced “The Last Days,” the Shoah Foundation’s third documentary, which won the Academy Award® in 1999 for Best Documentary Feature. In 2005, the Foundation’s repository of testimonies were transferred to the University of Southern California. The new USC Shoah Foundation Institute for Visual History and Education will be dedicated to research and scholarship in the humanities and social sciences. In addition, Spielberg is the chairman emeritus of the Starlight Starbright Children’s Foundation, which combines the efforts of pediatric health care, technology and entertainment to empower seriously ill children.

BRIAN GOLDNER (Executive Producer), a toy industry veteran, is Hasbro, Inc.’s Chief Operating Officer, a position he has held since early 2006.

Before being named COO, Goldner led Hasbro’s U.S. Toy Division as President with responsibility for such well-known brands as Transformers, G.I. Joe, Littlest Pet Shop, Nerf, Super Soaker, Playskool and My Little Pony. He is credited with re-igniting and driving efforts for the company’s core brands.

Goldner, who joined Hasbro in 2000, also led the effort to reposition Tiger Electronics to focus on the development of electronics specifically for ‘tweens.’ Under his leadership, Hasbro

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launched the popular Furreal Friends line and, most recently, the I-Dog line and Tooth Tunes.

In addition, Goldner oversaw Hasbro’s acquisition of a Marvel license, giving Hasbro the rights to produce toys and games for several Marvel properties, including Columbia Pictures’ “Spider-Man 3” and 20th Century Fox’s “Fantastic Four: Rise of the Silver Surfer.”

Prior to joining Hasbro, Goldner served in management roles at Bandai America, J. Walter Thompson, Lowe and Partners and Leo Burnett Advertising. He is a graduate of Dartmouth College and the Executive Education Program at the Amos Tuck School.

MARK VAHRADIAN (Executive Producer) was born in Mission Viejo, California.  He is a graduate of Duke University and the UCLA School of Law. He spent eight years as a film executive at the Walt Disney Company and three years as president of Jerry Weintraub Productions, and is currently President of production for di Bonaventura Pictures.  He has worked on such films as “Annapolis,” “Flight Plan,” “Miracle,” “Remember the Titans,” “Gone in 60 Seconds,” “Con Air,” “Enemy of the State” and the upcoming “Nancy Drew.”

MITCHELL AMUNDSEN (Director of Photography) has worked for director Michael Bay consistently since his debut film “The Rock” in 1996.

Amundsen was the cinematographer on Luc Besson’s “Transporter II,” starring Jason Statham and Alessandro Gassman, and most recently worked on Martin Scorsese’s documentary on the Rolling Stones, “Shine a Light,” as one of a select group of top cinematographers asked to shoot concert footage of the band’s “A Bigger Bang” tour. The distinguished group of photographers included Stuart Dryburgh, Robert Elswit, Tony C. Jannelli, Ellen

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Kuras, Andrew Lesnie, Emmanuel Lubezki, Albert Maysles, Anastas N. Michos, Declan Quinn and Robert Richardson.

He has worked as one of the leading camera operators in motion pictures, television, commercials and videos for over 15 years. Some of his credits include as the director of photography for second unit include “Mission: Impossible III,” “The Dukes of Hazzard,” “The Island,” “National Treasure,” “The Bourne Supremacy,” “Seabiscuit,” “Bad Boys II,” “Pearl Harbor” and “Edtv,” to name a few.

He is currently in Czech Republic at work on “Wanted,” starring Morgan Freeman, Angelina Jolie and James McAvoy, for Universal Pictures.

From his debut on the hit film “Gone in 60 Seconds,” JEFF MANN (Production Designer) has created the look of one hit film after another. His visual aesthetic can be seen in “Mr. & Mrs. Smith,” “Terminator 3: Rise of the Machines” and “Swordfish.” He is currently collaborating with director Ben Stiller on DreamWorks’ “Tropic Thunder,” starring Stiller, Jack Black and Robert Downey Jr., scheduled to go before cameras later this summer.

Mann was born in San Diego, California. As a young man his family and friends encouraged him to develop his artistic talents. Instead, he set out upon a series of varied and offbeat experiences that have given him a unique perception of the world. Bonds he developed in the art and music scene led to working in the art department on music videos, which quickly segued into work on television commercials. His natural artistic ability and acquired skills, together with a strong work ethic, helped to catapult him through the ranks. He quickly advanced to art director and, by 1995, Mann was busy working as one of the top commercial production designers in the industry.

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His resume of commercials includes many award-winning ads for such diverse directors as Michael Bay, Antoine Fuqua, Dominic Sena, Lance Acord, Jonathan Glazer and the late Herb Ritts, to name a few. Mann’s client roster includes Kodak, American Express, Nike, Chevrolet, Coca-Cola and many more.

Mann lives in South Pasadena with his daughter and wife, who is also an artist.

PAUL RUBELL, A.C.E. (Editor) last worked for director Michael Bay and producer Steven Spielberg on the science-fiction action-adventure “The Island.”

He earned Academy Award® nominations for his work on Michael Mann’s dramatic thriller “Collateral,” as well as for Mann’s true-life drama “The Insider.” He also received Eddie nominations from his peers at the American Cinema Editors Guild for his work on both films, along with a BAFTA nomination for “Collateral.” Most recently, he was the editor on Mann’s big-screen version of “Miami Vice.”

Among his other film credits are the live-action 2003 version of “Peter Pan,” “The League of Extraordinary Gentlemen,” “S1m0ne,” “XXX,” “The Cell,” “Blade,” “The Stone Boy” and “The Island of Dr. Moreau.”

For television, Rubell has edited a number of acclaimed long-form projects. He was nominated for an Emmy Award and received an Eddie Award for his work on the miniseries “Andersonville,” earned both Emmy and Eddie Award nominations for the ABC telefilm “My Name is Bill W” and gained an additional Eddie nomination for HBO’s “The Burning Season.” His other made-for-television movie editing includes “David,” “The Jacksons: An American Dream,” “Stay the Night,” “Finding the Way Home,” “Challenger,” “Home Fires Burning,” “Echoes in the Darkness” and “Dress Gray.”

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GLEN SCANTLEBURY (Editor) last worked for director Michael Bay on “Bad Boys II.” Prior to that, he was an editor on “Two for the Money,” starring Al Pacino, Matthew McConaughey and Rene Russo; the 2003 remake of “The Texas Chainsaw Massacre” starring Jessica Biel; “Lara Croft: Tomb Raider,” with Angelina Jolie in the title role; “Joy Ride,” starring Paul Walker, Leelee Sobieski and Steve Zahn; and “The General’s Daughter,” co-starring John Travolta and Madeleine Stowe.

Scantlebury was born and raised in Annadale, Virginia, and attended Virginia Commonwealth University. A pioneer in the art of editing feature films on video, in 1987 he cut the Tom Waites’ concert film “Big Time” on video.

He subsequently worked at Zoetrope Studios for five years where he edited “The Spirit of ’76.” During this time he was also an additional editor on “The Godfather: Part III”and was co-editor on “Bram Stoker’s Dracula.” He served as a film editor on Simon West’s debut film, “Con Air,” and worked with Michael Bay’s team on the hit film “Armageddon,” as well as providing additional editing on “The Rock.”

In addition to feature films, Scantlebury has edited numerous music videos and documentaries, including Neil Young’s “Muddy Tracks” and Werner Herzog’s “Little Dieter Needs to Fly.”

Scantlebury is also an independent filmmaker teamed with his wife Lucy Phillips. The pair made the independent features “My Tiny Universe” and “Steel America.” They live in San Francisco.

THOMAS A. MULDOON (Editor) has worked on numerous commercials, music videos and trailers for television and motion pictures. He made his feature film editing debut on Michael Bay’s “Armageddon” and went on to work with Bay on “Bad Boys II” and

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“The Island.” Muldoon was also an editor on Guy Ritchie’s “Star” and on Dominic Sena’s remake of the classic “Gone in 60 Seconds.”

He began his career in 1980 as an assistant editor at San Francisco’s Varitel Video, where he advanced to oversee all television series for the company and went on to spearhead their first shop in Los Angeles. In 1986, Muldoon left to embark on a freelance career and found work at all the top production facilities in Hollywood, followed by a stint editing and directing at ABC in Japan.

As the music industry grew, Muldoon turned his attention to music videos and worked for such high-profile artists as Michael Jackson, Tom Petty, Harry Connick, Jr., Mariah Carey and Jon Bon Jovi.

In 1992, he and three partners founded their own commercial post-production editorial company, Superior Assembly Editing Company. The firm worked for the top advertising firms on award-winning campaigns for such clients as Coca-Cola, Nike, Miller Brewing, Isuzu and many others, as well as editing motion picture trailers and promos for film and television. In late 1995, Muldoon, along with John Murray and Scott Carleton, formed Nomad Editing, which remains one of the leading post-production houses in the entertainment industry.

DEBORAH L. SCOTT (Costume Designer) was honored with an Academy Award® for Best Costume Design in 1988 for her work on James Cameron’s record-breaking blockbuster “Titanic.” She also received a prestigious BAFTA Award nomination for the film.

Scott previously worked for director Michael Bay on “The Island” and “Bad Boys II,” and for producer Steven Spielberg on his science-fiction thriller “Minority Report.” More recently, she designed the costumes for “Reign Over Me,” starring Adam Sandler, Don Cheadle and Jada Pinkett Smith, “Seraphim Falls,” with Liam

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Neeson and Pierce Brosnan, and Andy Garcia’s “The Lost City.” Scott is currently at work on the Warner Bros. comedy “Get Smart,” starring Steve Carell and Anne Hathaway.

Her other films include “The Upside of Anger,” “The Patriot,” “Wild, Wild West,” “Heat,” “The Indian in the Cupboard,” “Legends of the Fall,” “Sliver,” “Jack the Bear,” “Hoffa,” “Defending Your Life” and “Back to the Future,” among others.

STEVE JABLONSKY (Composer) was first introduced to music at the age of 12 when his grandfather bought him a clarinet as a birthday gift. He quickly developed a passion for music, performing in several orchestras during his teenage years and graduating from the University of California, Berkeley, with a degree in music study.

His interest in composing film music started early, influenced in particular by such composers as Ennio Morricone and Hans Zimmer. Jablonsky states, “I’ve always been drawn to their music because of the amazing melodies they write and the way they use those melodies to tell a story.”

In 1996, Jablonsky’s talent was noticed quickly by prominent film composer Harry Gregson-Williams. Working with Gregson-Williams, Jablonsky fostered and refined his skills as a film composer. As their relationship grew stronger, Jablonsky’s musical talent developed. He collaborated with Gregson-Williams on numerous films, including dramatic scores for “Smilla’s Sense of Snow,” “Deceiver,” “The Magic of Marciano” and 20th Century Fox’s hit teenage film “Light it Up.” They also worked on such action films as “The Replacement Killers,” Michael Bay’s “Armageddon” and Tony Scott’s “Enemy of the State.” In addition, Jablonsky scored several independent films including “Border to Border” and “Sorrow’s Child.”

Jablonsky’s talent can also be seen in comedic and animated films. He has composed additional music for “The Borrowers” and

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DreamWorks’ acclaimed “Antz” and “Chicken Run,” as well as Disney’s “The Tigger Movie.”

As Jablonsky’s musical talents grew more diverse, he met new challenges when asked to participate in the scoring of the popular video game “Metal Gear Solid 2,” as well as the acclaimed ESPN television series “Sports Century: The Century’s Greatest Athletes.”

Jablonsky has collaborated with Zimmer on various projects, including Ridley Scott’s “Hannibal” and Bay and producer Jerry Bruckheimer’s blockbuster “Pearl Harbor,” in addition to his work on the DreamWorks animated theatrical release “Spirit: Stallion of the Cimarron,” as well as completing an original score for the Emmy-nominated HBO original film “Live from Baghdad,” starring Michael Keaton and directed by Mick Jackson.

In recent years, Jablonsky paired again with director Michael Bay, composing original music for DreamWorks’ film “The Island,” starring Ewan McGregor and Scarlett Johansson, and on Sony Pictures’ release “Bad Boys II,” starring Will Smith and Martin Lawrence. He also composed the music for Bay’s new company, Platinum Dunes, on their thrillers “The Texas Chainsaw Massacre,” “The Amityville Horror,” “Texas Chainsaw Massacre: The Beginning” and “The Hitcher.”

Jablonsky scored the theme for the ABC drama “Threat Matrix,” as well as the original score for the Japanese anime film “Steam Boy,” directed by renowned “Akira” creator Katsuhiro Otomo. His work can also be heard on the hit television series “Desperate Housewives.”

DAVE JORDAN (Music Supervisor) most recently served as

music supervisor on “Ghost Rider,” “Black Christmas,” “Garfield: A Tail of Two Kitties,” “Date Movie,” “Man About Town,” “Fantastic Four,” “Kicking & Screaming,” “The Upside of Anger” and “Elektra.”

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 His other credits include “Dude, Where’s My Car?,” “The Fast and the Furious,” “Daredevil,” “Cheaper by the Dozen” and “The Punisher.”

SCOTT FARRAR (Visual Effects Supervisor) joined Industrial Light & Magic in 1981 as a camera operator on “Star Trek II: The Wrath of Khan” and was promoted to visual effects supervisor on “Who Framed Roger Rabbit” in 1987.

In 1985, Farrar received an Academy Award® for Best Visual Effects for his work on “Cocoon.” His ability to carry out the vision of filmmakers has earned him several additional honors, including Oscar® nominations for “Backdraft” in 1991 and “A.I.: Artificial Intelligence” in 2001. On “A.I.: Artificial Intelligence,” ILM created the first real-time interactive on-set visualization process allowing filmmakers to place actors in virtual sets providing complete freedom with camera moves, earning Farrar a British Academy Award nomination for best achievement in visual effects. As a member of the DGA, Farrar’s futuristic environments in “Minority Report” earned him another British Academy Award nomination. He was most recently nominated for an Academy Award® for Best Visual Effects for “The Chronicles of Narnia.”

His other projects at ILM include “XXX: State of the Union,” “The Pacifier,” “Peter Pan,” “Tears of the Sun,” “Space Cowboys,” “The Haunting,” “Deep Impact” and “Star Trek VI: The Undiscovered Country,” to name a few.

Prior to coming to ILM, Farrar worked as a freelance cameraman in the LA area. In 1975, he was invited to visit the set of the then-unknown “Star Wars” and saw the first motion control system in action. Inspired by what he saw, he began work for Robert Abel and Associates, and eventually for Doug Trumble, working on “Star Trek: The Motion Picture.”

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A California native, Farrar received his Bachelor of Arts and Masters of Fine Arts in Theater Design with an emphasis in Film from the University of California at Los Angeles.

ALLEGRA CLEGG (Co-Producer) has produced many films for Revolution Studios, among them “America’s Sweethearts,” “13 Going on 30” and “Christmas with the Kranks.” While at the studio, she also produced three films for Happy Madison, including “Anger Management,” “Master of Disguise” and “The Benchwarmers.”

Prior to her tenure at Revolution Studios, Clegg worked on such films as “Galaxy Quest,” “The American President” and “City of Angels.”

She is currently at work on Sony Pictures’ “Tonight He Comes,” starring Will Smith and Charlize Theron, for director Peter Berg.

Academy Award®-winner JOHN FRAZIER (Special Effects Supervisor) was born in Richmond, California. As a child, he moved with his family to southern California, where he was raised and has remained to raise his own family. He attended Canoga Park High School and Los Angeles Trade Tech, where he studied high-rise construction and freeway design.

In 1963, Frazier started designing special effects props at the Haunted House nightclub in Hollywood. The owner recognized his aptitude for creativity and got him a job at NBC, where he began working in live television. Shortly thereafter, he became the department head for special effects. While at the network, Frazier worked with some of the great entertainers in television, including Jerry Lewis, Elvis Presley, Dean Martin, Frank Sinatra, Red Skelton, Rowan & Martin and Bob Hope. He also served as coordinator on the series “The F.B.I.” and the miniseries “Roots” and “George Washington.”

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Frazier stayed in his position at NBC until 1970, when he joined Local 44 and started working in special effects for motion pictures. Since that time, he has worked on over 45 feature films, including the recent hits “Pirates of the Caribbean: At World’s End” and “Spider-Man 3.” Among his other films are the two previous “Spider-Man” movies, “Déjà Vu,” “The Island,” “Bad Boys II,” “Tears of the Sun,” “Windtalkers,” “Pearl Harbor,” “Cast Away,” “Space Cowboys,” “The Perfect Storm,” “The Haunting,” “Hard Rain,” “Outbreak” and many, many more. His next film set for release is Peter Berg’s “The Kingdom.”

In 2005, Frazier was honored with an Academy Award® for his work on “Spider-Man 2,” along with John Dykstra, Scott Stokdyk and Anthony LaMolinara. Previously, he received nominations for “Pearl Harbor,” “Armageddon,” “Speed” and “Twister.” This past year was no exception, when Frazier was nominated for Best Achievement in Visual Effects for “Poseidon.” He won the British Academy’s award for “Twister,” and two Clio Awards for his work on the Honda “Art Gallery” and Lexus “Ball Bearing Accuracy” television ad campaigns.

SCOTT BENZA (Animation Supervisor) joined Industrial Light & Magic in 1997 as an animator. He holds a degree in commercial art with a minor in video production. Prior to his work at ILM, Scott worked as a senior animator for Microsoft Inc. in Redmond, Washington. As a lead animator at Industrial Light & Magic, he is responsible for many aspects of the development of a CG character, as well as for providing creative and technical direction to animators. Some of his most notable projects have included animation and simulation work for the Rock Monster in “Galaxy Quest” and development for crash/destruction simulations for Michael Bay’s “Pearl Harbor.”

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He has also made key contributions to “Pirates of the Caribbean: Dead Man’s Chest,” “Mission: Impossible III,” “The Island,” “Star Wars Episode III: Revenge of the Sith,” “Hulk” and “Wild, Wild West,” among others.

SHARI HANSON (Visual Effects Producer) began working at ILM in 1997, honing her skills in the demanding, fast-paced commercial and music video world. Her client roster is a virtual who’s who of major advertisers, among them Proctor & Gamble, XM Satellite Radio, Universal Studios, Energizer, Pepsi, Taco Bell, Discovery Channel, Fox Sports Net, Bell Atlantic, Toyota and PG&E.

In 2003, Hanson expanded her repertoire to include motion pictures. One of the few women working in computer arts in the entertainment business, Hanson is a respected visual effects producer, having overseen the computer-generated effects on such mammoth features as “Mission: Impossible III,” “The Island,” “The Day After Tomorrow” and “Hulk.”

A native of Southern California, KEN BATES (Stunt Coordinator/Second Unit Director/Co-Producer), was raised in El Monte and West Covina. He never imagined his talent for gymnastics and his competitive nature would land him deep into the world of creating exciting action for movies, television and commercials.

After paying his dues as an extra and stunt player, Bates earned a coveted role as protégé to the late Dar Robinson. Hollywood soon came calling, needing his unique talent and specialized equipment designed especially for high falls (ten stories and above). By 1988, he’d made a serious name for himself as Alan Rickman’s stunt double in “Die Hard” and, in 1993, he earned an Academy Award® for Scientific and Technical Achievement for his Bates Decelerator System.

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He was the stunt coordinator and frequently the second unit director on such films as “The Island,” “The Italian Job,” “The Movie Hero,” “Bad Company,” “Training Day,” “Pearl Harbor,” “Armageddon,” “Con Air,” “The Rock” and “Bad Boys.” Bates was a stunt consultant on “The Texas Chainsaw Massacre: The Beginning,” “The Amityville Horror,” “The Texas Chainsaw Massacre” (2003) and “Bad Boys II.” His stunt work can be seen in dozens of action-adventure projects: “Waterworld,” “The Mask,” “The Crow,” “Demolition Man,” “True Romance,” “Lethal Weapon 3” and “The Last Boy Scout,” among many, many more.

Bates is currently working on several television and motion picture projects. His series, “Full Contact,” is in development at Fox and his feature film project, from a script written by Michael Miller and entitled “American Heroes,” is currently in the works.

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